Ultimate Avengers
by Marvelfan604
Summary: My own take on the Ultimate Avengers. Watch as the team rises to defeat new foes and enemies as well as their own personal demons. Will tie into my Ultimate Spiderman and X-Men stories. Story is better than summary.
1. Chapter 1

**Ultimate Avengers**

**Character bios:**

**Name: **Captain America aka Steven Rogers

**Age: **95(chronologically) 28 (physically)

**Appearance: **Identical to his Ultimate counterpart.

**Personality: **Similar to his mainstream marvel counterpart. Strong willed, persistent and dedicated to his duty. He suffers from PTSD from his time during World War II, where he was frozen in ice after destroying a nuclear warhead in mid flight. He suffers memory flashes of his time in WWII when his actions correspond to actions in the present. After being revived by SHIELD scientists he was assigned as team leader to the Ultimate Avengers. He has trouble communicating with several of his teammates, as they tend to not respond to his military demeanor, although he has managed to adjust with time. His 1940's mannerism is considered strange, but understandable by his teammates. He also has trouble with down time, afraid of gaining a sense of piece for fear of losing it. He also feels isolated from the modern world due to his time frozen in ice (many of his war time allies and friends are either deceased or were declared MIA). He doesn't have a particularly friendly relationship with Tony Stark. Rogers knew his father as a young scientist during the World War and greatly respected Howard, and although he recognizes Tony's genius intellect, he has stated he's very little like his father (a comment Tony both enjoys and despises). He has a better relationship with Stark Enterprise's super hero Ironman (Unaware of his true identity as Tony). He also has a deepening bond with Natasha Romanoff (Black Widow), who also is older than she appears (50 years of age due to genetic experiments that kept her from aging). He is on good terms with the rest of the team, including Hawkeye. He has also struggled to cope with the increasing amount of government secrecy and gray areas of modern warfare. He has also reconnected with his wartime friend James Howlett (Logan aka Wolverine) who has warned him that the government they both served is gone.

**Powers: **due to the super soldier serum, Captain America has enhanced reflexes, stamina, speed and durability. His strength is at superhuman level (Blows are powerful enough to hurt the Hulk). He posses an enhanced rate of healing, able to expel and destroy most toxins and pathogens as well as heal injuries at an accelerated rate. He also posses a shield composed of Vibranium and adimantium. These combined metals render the shield virtually indestructible.

**Name: **Natasha Romanoff aka Black Widow

**Appearance: **Identical to her ultimate counter part, although two wrist mounted gauntlets have been added to her uniform.

**Age: **50 (chronologically) 26 (Physically)

**Personality: **Serious, determined and dedicated. Widow is a master assassin trained by the KGB after being given a variant of the super soldier serum. As a result she ages much slower than average. Due to this she has tried to distance herself from emotional attachments, to prevent the feelings of emotional loss. Despite this she has made several attachments to her allies at SHIELD. Nick fury, after recruiting her from the KGB, which left her for dead after a failed assassination attempt. He acts as her mentor and friend. Clint Barton (Hawkeye) is her espionage field partner and former lover, both parted after their romantic involvement caused problems on missions. They remain close as friends and as team partners (widow even being made Godmother to Clint's son Francis). She personally recruited Jessica Drew (Spider Woman) and Felicia Hardy (Black Cat) into SHIELD's agents program and has personally trained them. She is close to them in a way similar to a big-sister relationship. She is also aware of Tony Stark's dual identity as her teammate Ironman, although she keeps this a secret, as only herself and Fury know his identity. She has a deepening bond with Steve Rogers (Captain America) as they have similar life experiences. She dislikes Tony Stark's fake personality (purposefully acting like a douche), as she believes he is not being true to who he really is. She is also aware of his medical condition (shrapnel to the heart), but keeps it a secret on request (although Fury also knows).

**Powers: **Due to the KGB super soldier serum, Widow's speed, stamina and reflexes have all been greatly enhanced. Her strength is at peak human levels. She is an accomplished marksman and a trained assassin. Normally wields two automatic pistols.

**Name: **Thor

**Age: **unknown

**Appearance: **Identical to his ultimate counter part

**Personality: **Loud, rambunctious, loyal, and a fierce fighter, Thor is the reincarnated god of thunder. After Ragnarok occurred on Asgard, all asgardians were reincarnated as mortal humans, with no memory of their previous identities. After Odin's recent return to life and subsequent restoration of Asgard, all Asgardians regained their true identities and powers. Thor is a fierce protector of the Earth and frequently supports environmental protests. He has become a strong ally to the Avengers (although some doubt his proclaimed godhood). Despite this, he has become good friends with both Captain America and Ironman. He has adapted to earth customs (still remembering his time as a mortal), although he makes constant remarks on what life was like in Asgard. Thor possesses an ego, but it has been tempered by his fellow teammates as well as his human friends. He has also tried to reconnect with his brother Loki (in an attempt to bring him back to Asgard) but is rebuffed by his brother who still feels insecure about his identity (unsure if he is a god or just mentally ill). He has some anti-government qualms, but he is hopeful that humanity can move pasts its flaws (though he recognizes his own and the flaws of his other gods). He also searches for his other lost Asgardians in an attempt to restore Asgard to its full after its fall during Ragnarok. He has reconnected with the warriors three (Fandral, Hogun, Volstagg), Baldur, Sif and an Asgardian known as Valkyrie.

**Powers: **As an asgardian Thor posses an expanded lifespan and enhanced senses. He is stronger than his fellow gods and has been said to be the most powerful meta-human on Earth. He wields the enchanted hammer Mjolnir (a cross between a hammer and an axe) that gives him control over the weather as well as the ability to fly. His hammer is indestructible and can produce lighting and other various forms of weather phenomenon. His hammer is enchanted so that only the worthy are able to wield it (if unworthy the hammer cannot be lifted), it can also return to Thor on command. His armor and clothes are also from Asgard and offer him increased protection and strength.

**Name: **Tony Stark aka Ironman

**Age: **21

**Appearance: ** His first armor is similar to the ultimate avengers movie version; his second and primary armor is the standard ultimate incarnation.

**Personality: **Tony stark is a genius and billionaire inventor who inherited his company from his parents when they died in a car accident (secretly killed by his cousin Morgan Stark) at the age of 19. Although first overwhelmed at the prospect, he was aided by his college friends, James 'Rhodey' Rhodes and Pepper Potts (although both are older than him, 25 and 24 respectively). He specialized in Stark Enterprise's weapons technology, weapons that were usually sold to the highest bidder. During a trip to Asia, a terrorist group known as the Ten Rings kidnapped Tony by staging an ambush. During the ambush a load of shrapnel was embedded in his heart. Another kidnapped scientist, Dr. Ho Yinsen, saved his life by implanting a magnetic device to block out the shrapnel. The two were forced to design weapons for the terrorist, but Tony crafted two sets of specialized armored suits for himself and Yinsen. During their escape Yinsen took an RPG to save Tony's life, dying in the genius's arms. Tony was later picked up by an American convoy, which returned him to the US. Disgusted at himself for creating weapons that terrorist had used, Tony had Stark Enterprise abandon the creation of weapons, instead focusing on electronics and medical technology. He later redesigned his suit of armor to pose as his company's personal bodyguard Ironman (using the suit to perform heroics to honor the sacrifice of Yinsen). He was aided in these endeavors by Rhodey, Pepper, his personal chauffeur and ex-boxer Happy Hogan, and his family' loyal butler Jarvis. Fury (having deduced his identity) recruited Tony into the Ultimate Avengers as Ironman. He first turned this offer down, but later reconsidered when he aided the team against the Hulk. He has developed an unlikely friendship with Thor as Ironman, while he has developed a begrudging relationship with Captain America (who is cynical of Tony's seemingly carefree life style). Although in both of his identities he acts cocky and uncaring, his true personality is a young man trying to make amends for past mistakes. He secretly cares for all his friends and teammates and despise those who use his own technology to hurt innocents. He is willing to sell weapons to SHEILD on the condition that if they are ever stolen or sold to others, he will personally quit the team and retract his funding for SHEILD. He has a dysfunctional relationship with his older brother Gregory (Who is hospitalized after a heroin overdose). He is also aware of his cousin's role in his parent's deaths and has thwarted Morgan's attempt at seizing Stark Enterprise, even having him arrested for is parent's murder.

**Powers: **

Red and Gold Model: Gives him superhuman strength and durability, includes rockets in both the forearms, and repulsors on the palms. His suit can fly and project force fields to protect himself and others. The suit has a built in support system and can be aided by Jarvis. The suit also possesses EMP generators and a unibeam. The suit was damaged after the Jackal's raid on the Baxter Building (See Ultimate Spiderman Reboot). And has subsequently been replaced, although Stark keeps a prototype set of the armor for emergencies.

Ultimate Version: His latest model is identical to his ultimate counterpart and mimics many of its features. It contains repulsors on its palms and forearms (The repulsors can be adjusted to create an energy blade on the forearm, powerful enough to injure the Hulk, the beams on the forearms can also be set to a rapid fire mode), the suit also posses several incendiary explosives around its torso as well as shoulders. The arms also contain thought scrambling 'neural scramblers' as well as sonic cannons, and electric tipped knuckles. The Suit has EMP generators (the armor itself is shielded), force fields, rocket boots, super-human strength and durability. The armor has also been equipped with an anti-magnetic field generator to counter magnetic forces (i.e. Magneto). Tony's heart is visible through a device implanted on his chest to keep the remaining shrapnel from reaching his heart, although the device itself is incredibly durable.

**Name: **Hank Pym aka Giant-Man/ Ant-Man

**Age: **34

**Appearance: **standard ultimate incarnation, his Ant-man helmet is stored in two pods on his back that connect when he shrinks/activates it.

**Personality: **Unlike his ultimate counterpart, Hank is much more gentle and less abrasive, although he can suffer from anger and rage at times. He is a genius inventor, but feels he might not be fit to be on the Ultimates. He also has trouble with his wife, Janet (Wasp) as they have several arguments, several of them involving the two fighting physically with powers. Despite this he still loves her, and feels she deserves better. Has a genius level IQ and is a key member of the Triskelion's research team (alongside His wife, Banner, and Betty Ross).

**Powers: **With the use of a specialized particle he has discovered (appropriately named Pym Particles) that allow him to change size at will. His suit helps to regulate the amount of particles he uses as excess particles can cause physical pain to his body. He can grow to about a max of 230 feet, and can shrink to about 2cm tall without encompassing any pain. He can further alter his size but exceeding these limits can cause physical problems. His strength as Giant man vastly increases with proportion to his current size. The exception is when he shrinks as he still has the full strength of his normal size. His helmet allows him to control ants and other insects, using them to swarm enemies or destroy structures by having them erode the foundations of objects.

**Name: **Janet Van Dyne aka Wasp

**Age: **30

**Appearance: **Identical to her ultimate counter part.

**Personality: **similar to her ultimate counterpart, but more headstrong and confident. Her relationship with her husband, Hank, has been rocky since joining the Ultimate Avengers. They have had several arguments that have turned violent, resulting in the use of their powers during the fight. Despite their problems Janet still loves Hank and is attempting to smooth out the problems plaguing their marriage. Jan is good friends with Betty Ross and relates to her over their mutual relationship problems (due to Betty's troubled relationship with Bruce Banner/Hulk). She is also a member of the Triskelion's science division alongside her husband, Betty, and Bruce.

**Powers: **Wasp possesses the ability to shrink down to the size of a wasp (although she still remains as strong as a normal human woman). She also has insect like wings that allow her to fly. She can produce powerful blasts of bio energy, which she has titled her stinger blasts. She can utilize her blasts in both her human and miniature form. The blasts can paralyze or kill normal human beings. they have also been shown to affect post-humans such as the Hulk with significant results.

**Name: **Clint Barton aka Hawkeye

**Age: **35

**Appearance: **Identical to his Ultimates 3 counterpart, but has a bow as his main weapon, although he does carry to pistol side arms.

**Personality:** Clint Barton is the sarcastic and snarky archer of the Ultimate Avengers. He is a highly trained assassin who was first brought to SHIELD after he killed a man (Reasons being because he could). Fury recruited him and erased his previous life giving him the new name Clint Barton. During his time as a SHIELD agent, he was frequently partnered with Black Widow (Natasha Romanoff). This eventually led the two into a romantic relationship, however they decided to end it as friends when it began to interfere with their espionage work. With his new life Clint has started a family with his girlfriend Laura, fathering three young children: Francis (7), Barney (5), and Nicole(5). He keeps his job and Identity secret from them, but he secretly fears that his oldest son Francis has inherited his abilities. His formidable archery skills were enhanced by an unknown organization known as the 'Program'. He has subsequently been made a member of the Ultimate Avengers team but has difficulty getting along with his teammates, specifically Ironman. He has formed a solid friendship with Captain America, although he believes that Steve needs to be less stiff. Hawkeye is sure of himself to the point it borders on cockiness, although this never really interferes with his judgment. He has no qualms over killing his enemies and was even willing to kill the Hulk against Fury's orders. He is less friendly to his other allies (Giant-Man, Wasp, Ironman and Thor). He doesn't believe Thor is a god (Thinking he is a nutcase with super powers) and he distrusts Ironman for his reluctance to join the team until civilians were in danger instead of before. Despite this, he looks out for his teammates and never needlessly endangers their lives.

**Powers: **Hawkeye's already formidable archery skills have been greatly enhanced by the 'Program'. The experiments have altered his eyes to contain over 400 million rods while he has fewer cones. This means he can adjust his vision to magnify his line of sight and see a better form of contrasts, allowing him to see what's real and what's not. The side effect of this enhancement is he sees primarily in black and white. He has un-paralleled aim with both a bow and any projectile weapon. He is also a skilled acrobat, able to fire from virtually any body angle. He also well versed in hand-to-hand combat via training by Black Widow and Fury. His arsenal consists of twin repeating machine pistols with various forms of ammunition. His primary weapon is his compact bow. It is reinforced with carbon nano-fibers. He has access to a wide array of trick arrows.

**Name: **Bruce Banner aka the Hulk

**Age: **37

**Appearance: **both Banner and Hulk are identical to their ultimate counterpart

**Personality: **Very similar to his Ultimate marvel counterpart. Banner is a well meaning but troubled scientist who has been pushed over the edge by circumstances beyond his control. His team of scientist were assigned to duplicate the super soldier serum that gave Captain America his powers. Instead the use of Gamma radiation contaminated the sample and caused an explosion. The resulting release of radiation transformed Banner into the Hulk. While in his Hulk state the normally reclusive and reserved Banner becomes aggressive and violent to point of being a complete sociopath, cannibalizing his victims and destroying anything in his path. It is hinted (and feared by Banner) that the Hulk personality may have existed inside of Banner's consciousness for years, being reinforced with his repressed rage. Despite subsequent attempts to cure himself of his condition, all have failed. Banner is currently held in an Isolated cell in the Triskelion while still listed as a member of the Ultimates and a member of SHIELD's science division. Banner currently maintains a strained relationship with Betty Ross. Banner secretly fears that he will never be rid of the Hulk as he has begun to realize that the Hulk and himself are not two separate beings, but one in the same.

**Powers: **Banner possesses a genius level IQ and is an expert in genetics and Gamma radiation. He transforms into the Hulk in moments of increased stress or extreme anger. As the hulk he possesses near limitless strength that increases exponentially as he grows angrier. The Hulk seems to display enough intelligence to form partial sentences and rationalize things slightly above that of an animal. However his rage is his key weakness as well as his strength, he is nearly indestructible and has an extreme healing factor. His senses are all heightened and he can absorb gamma radiation from other sources, the use or purpose for doing so remains unclear however. The Hulk possesses powerful adaptive survival abilities, able to withstand hostile environments such as the ocean, volcanoes and complete vacuums. The Hulk is able to create dense amounts of carbon underneath his skin increasing his durability. His lungs can hold air while under going intense stress for about 15 minutes. Banner is able to direct the Hulk's rage at a singular target or group, causing the Hulk to attack the intended target with extreme prejudice. He will not hesitate to kill or destroy anything in his path however. AN unrelated ability that Banner has is the ability to see astral projections; it is unaware if SHIELD is aware of this fact.

**Name: **Pietro Maximoff aka Quicksilver

**Age: **20

**Appearance: ** Identical to his ultimate Marvel counterpart

**Personality: **similar to his mainstream counterpart. Pietro is the Ultimates resident speedster and jerk with the heart of gold stereotype. He is brash, impulsive and easily irritated. As such he doesn't like authority and rubs most of his teammates the wrong way (with the exception of his sister). Despite this, he is loyal to the team and has come to appreciate their acceptance of him due to his and his sister's (Wanda Maximoff) status as mutants. He and his sister act as mutant ambassadors to Gensoha at the request of their father Magneto. Quicksilver is very protective of his sister to the point of threatening Captain America when the latter berated Wanda's attitude towards certain missions. He has a strained relationship with his father, unsure of whether to trust him or not. He shows a good deal of mutant pride and is very protective of other mutants. This does not prevent him from acting against his own kind when they endanger the lives of innocents.

**Powers: **Quick silver is a mutant who can run at speeds exceeding Mach 10. He has enhanced reflexes and a healing factor due to his accelerated powers. He has enhanced strength and durability.

**Name: **Wanda Maximoff aka Scarlet Witch

**Age: **20

**Appearance: **Nearly identical to her ultimate Marvel counterpart, she has several red streaks in her hair.

**Personality: **Wanda is an aloof and sometimes spooky person. She rarely interacts with any of her teammates (save her bother) and is frequently avoided by any of the SHIELD personnel. Fury believes she may be one of the most powerful mutants on the planet. She is secretly scared of being abandoned or rejected by both her teammates and her brother. She has made some attempts to become more social with her team but has only succeeded with Wasp and Ironman. She is protective of her brother and has a dysfunctional relationship with her father Magneto, despite this she still acts as a mutant ambassador for Genosha alongside her brother. Ironman has encouraged her to come out of her shell, advice that she has followed to some degree of success. She is willing to kill her enemies, but always seeks another way (she has admitted to Wasp that "murder leave a bad taste in her mouth").

**Powers: **The Scarlet Witch has the mutant ability to alter probability. This normally occurs in the form of extreme bad luck for her opponents, such as causing the ceiling to collapse on them or knocking off their aim. She can also project this ability to create blasts of energy. She can also sense the emotional states of others to a certain degree (though she admits several emotions feel similar and are thus confusing to her, such as anger and rage).


	2. Chapter 2

**This is the fist official chapter for my Ultimate Avengers story. This takes place about a month after my Spiderman fanfic. You can check it out on my profile. This story will be a mix of the ultimate franchise and the mainstream marvel stories. Some original ideas will be thrown in but no OCs. **

**Chapter 1**

**Mission**

…**..**

**SHIELD Headquarters, Triskelion**

The halls of the Triskelion, the main headquarters of the intelligence agency SHIELD, were busy with agents and analysts roaming its halls. A lone individual walked through the halls heading for the main briefing room. The man was an African-American with a black eye-patch wearing a standard SHIELD uniform with the addition of a black trench coat. Nick Fury, the director of SHIELD, walked into the Triskelion's central hub. The room was filled with computer screens and electronic sensors each staffed with a multitude of soldiers and analysts alike. Fury walked up to the main station, reserved for the head of SHIELD, and looked over the room. An agent in a black business suit walked up to Fury. "Sir, we have a situation in regards to the vault transfer." "Coulson you've got five seconds to explain."  
>"Sir several agents were transporting the experimental tech that Banner and the others had discovered in South Africa, but they were ambushed by unknown forces. There were no survivors." If Fury had any concern over the last part it did not show on his face. "What did we lose?" Coulson remained silent for a moment, dreading the words he would have to say. "Sir…we lost everything…all artifacts that were retrieved from the dig-sight are gone." Fury showed no sign of distress, but Coulson new deep down that the man he served under for eight years was inwardly enraged.<p>

Fury turned around and began to walk out of the room. Before the automatic doors closed, he turned and uttered one sentence to his right-hand man. "Assemble the team." The door then shut. Coulson looked over the room and walked to one of the analysts stationed at the terminal. The young woman looked up at her senior commander questioningly. "Is there something you need sir?" Coulson nodded before answering. "Get me in contact with Alpha team." "Sir, they're in the middle of a mission. I don't think that now is the best ti-" "This is level one." The agent looked up at her CO for a moment before nodding her head. "Understood, patching you in now."

…

**Off the Coast of Cuba**

The pirate ship was in an uproar. Twenty minutes ago everything had been going smoothly. The hostages were secured, the cargo was being moved onto their own boat, and a ransom demand had already been placed. Then one of the pirates had been fund with an arrow through the chest. Then two more men had been found dead in a storage room, a bullet in each skull. Then the men guarding the hostages had requested backup before they're communication had cut off. Now a group of pirates were heading toward the hostage area, armed to the teeth with military grade assault rifles and body armor. They stopped outside of the storage room they had used to keep the hostage area. It was essentially a glorified cargo bay, big enough to hold two hundred people. The pirates stood outside the room's doors. One planted a small charge of C2 on the door's center. "Breaching in three, two, one…Now!" the lead pirate pressed the detonator. The doors were blown inward with the force of the explosion as the pirates rushed into the room guns blazing. They were met with a red and blue clad figure wielding a red, white and blue shield charging at them, shield first. He slammed into the first two pirates sending them flying out of the room. The shield-wielding figure then made a large arm sweep which claimed three ore pirates who weren't quick enough to dodge. They were sent flying to the other side of the room where they collided with the metal walls. They fell to the ground unconscious. The last two pirates were met with a punch to the skull and a boot to the stomach, respectively. In five seconds all seven pirates were unconscious, with enough body damage to put them in the ER for months.

Captain Steve Rogers, aka Captain America, stood in the center of the now vacant cargo room. "They're down people. It's safe." A small clattering noise was heard as a group of twenty individuals walked out from inside a shipping container. "Stay put here and we'll send you guys off with the extraction team." Captain America exited the room and began to walk down the hallway, heading for the ships bridge. He walked out onto the exposed deck where several armed pirates readied their weapons. Before the armed kidnappers could fire, a volley of arrows imbedded themselves into the group. Each shot hit a vital area, solidifying the killing blow. Cap looked up at a lone figure on top of the ships upper deck. The man was dresses in purple and black, while wielding a bow. A mask and goggles covered his face. The masked archer, known as Clint Barton aka Hawkeye, spoke to his patriotic teammate through their com-link. "Y'know if I hadn't have been here, you'd be dead. You know that right." "I could've handled it." Cap retorted with no hint of amusement. "Jeez, we really need to work on your humor…Nat what's your status with the engines?" His question was met with radio static. "She in trouble?" Cap asked readying himself for a fight. "No…just…just brace yourself." Hawkeye's exasperated reply confused the captain. The ship then lurched to an emergency halt. The two heroes were nearly thrown across the ship's deck. "What was that!?" Captain America readied his shield ready for an upcoming fight. "That would be Black Widow's way of stopping the ship." Hawkeye said a little pissed. "Hey boys, the ship is stopped." The smug voice of Natasha Romanoff, aka the Black Widow, sounded over their comms. "Nat you almost killed us!" Hawkeye exclaimed pissed at his espionage partner's lack of concern. "Easy Robin Hood, I knew you guys could handle it."

Before Cap could berate his teammates for their behavior a new voice sounded on his comm-link. "Sorry to interrupt your mission sir but we have a situation." "Coulson?" Hawkeye questioned as he fired an arrow to silence an unsuspecting pirate. "Coulson what are you doing on the line? We're working here!" Widow said this as she delivered an electric shock to a pirate that had the unfortunate luck of being chosen to check on the engine room. "This takes precedence. After this mission you will rendezvous here at the Triskelion with the rest of the Ultimates." "Roger that sir." Cap had finally arrived at the bridge and prepped himself for a raid. "Hawkeye provide sniper support." "I here ya, I here ya." Hawkeye aimed several arrows at the glass windows of the ship's bridge. "Once you here the bang, you're good to go." Cap nodded his head as he spoke. "Acknowledged." Hawkeye let loose the volley of arrows and watched them soar. They pierced the bridge glass before exploding, disorienting the men inside. Cap heard the commotion and broke the door down. He lunged into the room delivering a solid punch to one man, before hurling his shield at another. His favored weapon slammed into the man who was sent sprawling against the room's wall. The last there men had recovered enough to raise their weapons but they were too late to fire. Captain America charged forward and slammed his fist into the first man's jaw followed by a sidekick to the second man's head. The last pirate was lucky enough to be able to fire off a shot that hit the living legend in the chest, to his horror however the bullet had almost no effect on stalling the superhuman. Said superhuman slammed his right fist into the man's face sending him into a wall. A resounding crack was heard as the man collided with the wall, he slumped to the ground blood smearing the wall. Cap retrieved his shield before speaking into the com-link. "Bridge secured, mission accomplished." "Roger that Captain Rogers, VTOL inbound. ETA five minutes." "Copy that." Steve then signed off on the call before looking down at his chest wound. The bullet wound was almost nothing to the super soldier. Widow walked into the room and looked at the carnage. "You really don't hold back in a fight." The red haired spy looked at her ally and saw the bullet wound. "Your hit!" "It's only a flesh wound, I'll be fine." Cap then walked past his concerned teammate and headed for the cargo bay to retrieve the hostages. He walked past Hawkeye who said nothing. After the star spangled avenger had left the room Hawkeye spoke. "He got hit again." "No kidding" Natasha said as she walked past her teammate. "He'll get himself killed…" "Maybe he's aiming for that." Widow looked back at the purple clad archer before looking back at the direction her teammate had walked off in. "You think Fury can get in touch with Ironman again?" Hawkeye asked. "Fury gave him a solid line of communication for him to use." "Do we really need Stark's poster boy on this?" Widow began to walk away from the bridge before responding. "Coulson said to regroup with the team. That means Ironman included." "That guy just rubs me the wrong way." Hawkeye then followed his partner out of the room.

…

**Stark Enterprise, Penthouse**

A young man (about 21) stood inside the room looking over the remains of a red and gold sit of armor. "I see your still busy tinkering, master Tony." "You know me Jarvis, I can't keep my suits in bad shape." "Indeed sir." The man known as Jarvis was an elderly man with balding hair and thin round glasses. Tony Stark looked up at his family's butler before speaking. "They're something you need Jarvis, I thought you were going to take the day off." "I will only be able to rest when I don't have to worry about you sir. Unfortunately it seems that will not be for some time." The young man let out a small chuckle. "Well thanks for worrying Jarvis. So what else is up?" "You have a call from Fury sir." At this news Tony let out a small sigh. "Great what does he want now? Patch me through Jarvis." His trusted butler pulled out a small phone-like device. He handed it to Tony who flipped it open. A small holographic image of Nick Fury appeared on the screen. "What's up Nick? Need another weapon shipment?" it was evident from the young man's tone that he was far from happy at seeing the face of SHIELD's director. "We need you to come in." "For what? It's not like my life revolves around the Ultimates Nick." "I well aware of that, but we need your help." Tony glared at the screen for a minute before responding. "Fine." He then closed the phone before throwing on the couch. "Should I prep your armor sir?" Jarvis asked. "No, I'll do it. Do me a favor and clear my schedule for the week." Jarvis gave a slight smirk at this. "Which excuse do you wish to use? Blonde or brunette?'' "Tell them she's half Russian and half Italian. I'm sure they'll understand." Tony then walked over to a computer terminal before punching in a code, the back wall of the penthouse opened up to reveal a separate section of the penthouse. "Well I guess I should suit up." The door then closed leaving a smiling Jarvis, "Indeed Sir."

…..

**Triskelion **

The Quinn jet began its descent into SHIELD's hangar. As it landed the jet's door opened to reveal Captain America, Black Widow, and Hawkeye. The three heroes walked down the ramp and headed for the base's briefing room. When they arrived they saw two individuals sitting in chairs. One was a beautiful woman with black hair, while the other was a taller man with orange hair. Janet Van Dyne and hank Pym looked at their teammates. "Wasp, Giant-man." Cap greeted his fellow avengers as he entered the room. "Where's Thor and shell-head?" Hawkeye asked as he sat in a seat and propped his feet up on the table. "Thor is a no show on every environmental protest on the planet, we can't contact him. Stark says Ironman is on his way." Fury said as he walked into the room. Wasp gave a small snort. "Knowing Stark he'll put us on the back burner for the next six months." "Why do we put up with that jerk again?" Hank asked. "Because he supplies SHIELD's weapons and tells me to put up with you guys." At the sound of the robotic voice the group whirled around to see an empty room. A moment later the air near the door became distorted as a grey and red figure emerged, his armor becoming visible. "Well, stealth modes a resounding success." Ironman says as he walked into the room leaning against a wall, ignoring the glares he got from Giant-man and Hawkeye, Fury simply smirked at this. "By the way, Fury, where's Banner?" Fury produced a small sphere from his pocket before tossing it in the air. Instead of plummeting to the ground it hovered and projected a small holographic screen. Soon the image screen was filled with the face of a thin scientist with stubble dotting his face. "I'm right here, we can start now Nick." Fury walked over to the large monitor that overlooked the room.

"We have a situation." Fury withdrew a flash drive from his trench coat and plugged it into the usb port on the screen's control panel. The screen was flooded with images of strange metallic objects and glowing crystals. "These are images of the artifacts that our science division recovered in a dig-sight in South Africa. "Wait our team found them? What were they?" Ironman asked. Fury motioned for Hank to speak up. "They were a strange set of artifacts in a SHIELD dig-sight. They gave off a strange energy signal so we investigated. They're chronologically ancient, but they have very advanced forms of technology integrated into their frames. Fury do you still have the original sample?" Fury smirked at this comment. "Thought you'd never ask. Bring it in." He directed these words at his wrist communicator. A moment later a group of three soldiers and a scientist walked into the room with a movable moving table. They set up the table in front of a thick plate of steel. The scientist opened the table to reveal a short spear like device. If glanced at it looked like a simple metal and stone spear, but on closer inspection one could see glowing blue circuits that were pulsating. "This is what was found. Start it up." The scientist nodded and gripped the spear, not lifting it from the table. The spear began to pulsate and blue energy began to form around the blade. A beam of blue light fired from the tip and struck the plate of steel. The steel plate glowed for a few seconds before exploding in a large blast of heat. Everyone in the room shielded themselves from the blast. After the smoke cleared, all that remained of the metal was several small fragments of metal. "Whoa!" Hawkeye said. "What type of energy was that? Ionic?" Banner decided to answer Ironman's question. "It's is a form of an ionic charge but magnified. It focused the energy into a fine point before it discharges it. The result is a target infused with so much energy that it detonates like a bomb blast. And that's just the basic functions that we've worked out." Fury decided to take over the conversation again. "We were shipping the last group of artifacts on route to our research center here. However, our tam was ambushed in route to the rendezvous point. There were no survivors and all the artifacts were taken. We currently believe the people involved are still in South Africa. We'll send you there to intercept and retrieve the artifacts. Captain America nodded his head. "So we need to find them and eliminate them, search an destroy right?" "Correct Steve. You'll leave in about twelve hours any questions?" Ironman pushed off the wall to stand up straight before answering Fury's question with one of his own. "Where are our mutant ambassadors?" "In route, they'll be here for take off. Anything else?" Widow looked at the screen that displayed Banner's face before she spoke. "Is Banner accompanying us?" "I'm acting as back up. It's still not a good idea to let me out yet." Banner's response sounded rather depressed. "Alright then lets gear up and move out!" Hawkeye stated before getting up to leave. Fury nodded towards him before exiting the room.

…**..**

**Triskelion Landing Zone, 28 minutes Before Take Off**

The runway was filled with SHIELD personnel busy at work in loading the carrier-class Quinn jet for take off. Ironman began to board the jet carrying his own set of spare equipment in a large container. Giant-man and Wasp packed their gear into the jet's own onboard lab. Hawkeye packed relatively light, only having a few bags of equipment with him, Widow had packed in a similar fashion. She turned her head to see the team's new arrivals, a young man (about 23) with silver hair standing next to a woman with brown hair with faint red streaks through it. The twins Quicksilver and Scarlet Witch had arrived from Genosha about an hour ago. They were currently loading their belongings onto the jet (more like Quicksilver racing onboard/off board the jet to speed up the pace) Wanda walked past Natasha giving her a slight nod of acknowledgement. 'That girl still creeps me out.' Widow though to herself. Steve Rogers was the last of the team to board the ship. He carried a duffel bag slung over his shoulder. He took one last look at the Triskelion before beginning his walk onto the ship he was stopped however by Nick Fury who halted his ascent onto the jet. "Sir?" Fury looked him in the eye before speaking. "Widow told me about the bullet you took to the chest. You should have been able to dodge something like that pretty easily." "I got sloppy sir, it won't happen hear." Fury didn't look convinced. "You've also been dodging the down time. Is there a reason for that?" "I'd just rather stay busy sir, I'm fine." "No you're not, you really seem to be gunning for a death wish, last three mission you went on, you jumped the gun and engaged hostiles without backup. You got the job done but you suffered several wounds." Cap narrowed his eyes not liking where the conversation was going. "It was nothing debilitating sir. We both know that." "Son, your acting like you've got a death wish. You better stop or we'll put you on ice again. Don't make me do that Steve." Cap and Fury stared each other down for a moment before Steve gave a salute before leaving. Fury sighed at this; he then walked down the ramp heading for the hangar. 'And I thought dealing with Parker was tough.'

Cap boarded the jet as the ramp began to close. He headed for the central room housed in the jet's stomach. He set his bag down on one of the couches that were built into the vehicle. He looked around at the jet before sitting down in one of the chairs. "You look like you could use a drink." Steve looked up to see Ironman standing near the room's door. He then walked inside and sat across from the World War II veteran. "It wouldn't help much. The super soldier serum prevents me from being intoxicated." "Well that would certainly make me a bit stiff." Steve looked at eth metal clade hero before responding. "Why did Stark allow you to join us? We're not exactly his favorite people, especially not Fury." Ironman hesitated before answering. "He's not thrilled, but he figured he could get some good PR standing from having me on the team." "And how do you feel about it?" Ironman again hesitated before answering. "Are you asking for a comparative report? Because it sounds like these are questions you want to ask yourself." "Maybe they are. Still you haven't answered my question." Ironman remained silent for a minute before he spoke again. "I'm still warming up to the idea of being on this team. I don't exactly like being told where to go." "Funny I thought you were Stark's lapdog." This comment made both heroes turn their heads. They looked to see Hawkeye leaning on the doorframe. "My boss and I see more eye-to-eye." Hawkeye let out a distinct 'hmph' noise before walking out. "I get the feeling he doesn't like me." Steve managed a slight laugh before answering, "What tipped you off?" Ironman chuckled at this. A grey blur zoomed past the two making a beeline for the kitchen. The two men didn't seem surprised, a moment later Quicksilver reappeared in the room with a plate of food in his hands. "Sup!" He said as he continued to eat.

Ironman looked at him before speaking. "Were stuck on a mission where we have to go to another country to find a bunch of deadly artifacts that could possibly be in the hands of terrorists. That is what's up." "Wow, don't have to be a tool about it." Ironman glared at him form under his helmet. "You should take this more seriously Pietro. Several good people died on that assignment." Quicksilver looked at Cap. "Yeah, well they screwed up and paid the price. Nothing much we can do now." "You could try not to disrespect the dead. They gave their lives for their country, pay them the respect they deserve." Cap's tone had taken an edge to it something the others took note of. Quicksilver glared at the super soldier before turning around. "Yeah whatever old man. I'm checking on Wanda." He then zoomed out of the room leaving the two men alone once again.

"So he's kinda a prick." Ironman said. "I don't like his attitude that's for sure." "He might just be acting out. Anyway I'm heading to the cargo bay to check on my gear. You might want to get some rest Rogers we might not be getting some for a while. With those words spoken Ironman exited the room. "I think he just doesn't trust us." Steve turned to see Natasha standing by the door that Ironman had just exited. "Really?" Cap asked. "Listen Steve I know what you're thinking, but this isn't WWII. Just because he helped us in a fight doesn't mean he'll trust us with his life." Cap looked at her for a moment before sighing. "I realize that. But his attitude isn't something I can just let go. On this team we need to trust and rely on each other." Widow sat down on the chair opposite of him, "Steve, did your Howling Commandos ever share all of there secrets?" She looked at him for a moment, seeing the rage forming in his eyes. She knew she was treading on thin ice at this point. Widow then leaned forward in the chair. "Cap, listen to me, for someone who knows what your situation was like, I can understand what your going through right now. Your angry, I can see that, Hell even the tact team we worked with a week ago could see that and they barely know you. You walk into every mission with a death wish. Why? You think it will let alleviate the guilt?" Cap glared at her before answering the question. "What guilt?" "Exactly! You have nothing to be sorry or guilty about. So you either stop with the self-pity party or I can tell Fury that you need to see a shrink." Steve got up from the chair he had sat on. "You don't know anything about me!" "I know you're afraid of peace! Every time you come close to it you have to find something else, another war another fight; anything to keep yourself busy. Your afraid that once you get that peace that you've been fighting for, you'll lose it." Steve stood over her for a moment before walking out of the room. Natasha let out a sigh of exhaustion. 'Great now he's pissed off, good work Romanoff.' Widow got off the seat and began to walk out of the main room, heading for her personal quarters. She arrived at her room and entered it. She flopped face down on the bed. She turned around on the bed before looking up at the ceiling. "Well here's hoping that this mission is not a cluster fuck." She then snapped her fingers as the lights in her room cut out.

…**..**

**Carrier Quinn Jet, Upper floor**

Pietro Maximoff knocked on the door three doors down from his. The door opened to reveal his sister and his fraternal twin, Wanda. "Can I come in?" Wanda nodded her head and moved, allowing her brother access into her room. "I felt the emotions down stairs. Why do you pick fights with them?" "Hey they're the ones th-" his sentence was cut off by his sister's glare. "Fine, sorry." Wanda sighed. "Pietro, we finally have something good going for us, were not on the run, were helping mutants, why do you have to pick a fight with everyone with authority?" Pietro remained silent for a moment, as if thinking over his actions. "Don't know, everybody with authority, they could do stuff to help us, mutants, everybody, but they don't." "Our team is different. We help people, just give them more of a chance." Pietro remained silent for a moment before speaking again. "So how's it going with the whole…emotional reading thing?" Wanda looked at the floor before locking eyes with her brother. "It's getting better…more accurate…. but I'm still having trouble differentiating some emotions." "What did you pick up off, Corporal stick-up-his-ass?" Wanda gave him and incredulous look before answering. "He's angry, confused, and most of all…depressed." "Huh?" "You heard me, it's like he broken inside." Pietro looked at his sister before asking another question. "What about the others? Anything specific about them?" "Ironman seems to be angry, cynical, but he has a sense of guilt, haven't figured out why. Widow is stoic, but she has a similar sense of guilt. Wasp and Giant-man are pretty easy to figure out. Hawkeye's cocky but he has a good heart, Thor is hard to read." "Why? Because he's crazy?" "No, I just can't read him like a human." "Oh please don't tell me you believe his whole 'I'm am Thor son of Odin!'." He said in a faux Shakespearian voice. "I didn't say I believe him, I just can't get an accurate read on him." Quicksilver let out an indignant snort. "Yeah well I still do-" A large explosion rocked the jet shaking the vehicle like an earthquake. "The fuck was that!?' Pietro exclaimed. "Don't know! Let's find out the two ruched out of the room and down to the Jets briefing room. They were met by Hawkeye, Captain America and Black Widow. "Where's everybody else!?" Cap decided to answer Quicksilvers question. "Pym and Wasp are still down in the lab, Ironman's in the cargo bay." A beeping noise was heard on the min monitor. "That bogy that hit us before just resurface don radar, coming in fast!" Hawkeye immediately went to work aiming the jets automatic turrets.

Outside the jet a sleek silver and blue machine was zipping through the sky. It looked like a cross between a manta ray and a giant eel. It had silver armor with glowing blue lines all over its body. At the tip of the creature was a pincer like apparatus attached to the front. Blue energy began to collect before it fired off another blast hitting on e of the jet's turrets, leaving only three left. The strange creature saw the lower part of the jet opening as a red and grey object fell from it. The object fell for three seconds before taking to the sky making its way towards the creature. Back inside the jet, Widow had noticed the sensors indicating that the cargo bay doors had opened. "Who opened the doors!?" Cap shouted out. "I did." came a robotic voice over the jet's intercoms. "Ironman!? What are you doing!?" Hawkeye exclaimed. "That things looking for a target so I'm giving it one. Back me up!" The transmission then ended as the armor clad Ultimate soared towards his intended target. Back outside Ironman began to close in on the creature. "Jarvis, get me a body scan of this thing and forward the info to the Quinn jet." "**Affirmative, sir." **Came the response of his faithful butler. "Okay, let's see what you got!" Tony raised his arms and set the repulsors on his forearms to rapid fire. He pulled the trigger and began to fire of the blasts of energy at his target. The strange aviation moved through the air in a way similar to an eel in water. It dodged and swerved out of the way of the repulsor blast before returning fire with its own weapons. Ironman dove to the side, avoiding the blast. "Hank? You there?' **"What?" **Tony heard the vice of the irritated scientist and gave a light smirk, 'Even in a fight he still hates my guts.' "I'm sending you an analysis of that energy attack. See if its similar to what you found at the dig-sight." There was a moment of silence on the other end. Tony again began to barrel roll to avoid the incoming blasts of energy from his flying adversary. He returned fire as he dodged even unleashing to rockets from inside his shoulder-blade armor. The missiles sped toward the creature, but before they impacted two small nodes on the top of the creature's back released two continuous beams of energy that carved trough the air and sliced the flying projectiles in half. "Well that's not good!" the twin beams continued to slice through the air aiming for Tony's position. "Shit!" He again dodged the attack, before firing a repulsor beam from his palm. The creature again dodged. **"Ironman! That thing ahs the same energy signature as the artifacts! Try to capture it!" **"Are you kidding me!? I can barley hit tis thing let alone capture it!" **"It might be able to help us with the mission! Just put it down! It doesn't need to be in one piece!" **"Fine! You can salvage it from the ocean after I'm done with it!" Ironman rocketed forward aiming for the creature while avoiding its attacks. Tony leveled his right arm for another shot. He saw his screens crosshairs align on the creature. "Let's see you dodge a full charge." The creature, as if it heard him, began to perform evasive maneuvers. "Damn hold still!" His anger was interrupted by Captain America who spoke over the team's coms. **"You have to put him down soon! We're almost over Africa! If this fight drags over land we could cause a gigantic national catastrophe!"** "I know that this isn't easy!" Tony dodged another stray energy blast. 'Great, this is becoming a pain! C'mon Tony, think!' Another blast barely missed his side. 'Dammit! C'mon, shoot for where he's heading!' Tony again leveled his blaster and aimed it towards the creature as it still began to swim around in the sky. He aimed it once again and pulled the trigger. "Bang!" he fired off the fully charged repulsor blast as it struck the creature in its side. The flying beast wailed in agony, unleashing a shrieking sound. Tony took the opportunity to fly in closer, grabbing the creature by an exposed piece of armor. He clung to its side and unleashed a focused beam of repulsor energy into the form of a blade (similar to a gauntlet light saber). He stabbed the energy weapon into the monster's side, slicing it open. The monster wailed in pain once again. "Hope you like snacks!" Ironman hit a small compartment on eth side of his hip, which opened to dispense three compact spheres the size of marbles. He gripped them in his hands before plunging his fist into the creature's wound. The Beast snarled in pain as Tony pulled it towards the direction of the Quinn jet. As the beast was steered towards the jets cargo bay, Tony spoke over the team's coms. "Opened the cargo bay doors now!" The answer came in the form of the doors opening.

'Perfect!' He pulled his right hand out of the beast's side before gripping it under its neck. "Boom! Motherfucker!" The side of the creature blew open, smoke billowing out from its wounded side. As the creature began to die, Tony steered it into the jet's open doors. He crash-landed onto the steel floor sliding several meters. He pushed the now dead creature off of him and stood up. The cargo doors closed while the doors inside opened to reveal Wasp and Giant-man. The other avengers followed a few steps behind. "What is that thing?" Cap asked. "Big, ugly and makes a mess when you kill it." Ironman said as he began to wipe of the blue blood off his armor. He walked away from the scene. "Tell me why we didn't drag Thor on this mission." Ironman grumbled. His complaints were ignored by the two scientists who proceeded to drag the creature's body into their lab. Cap looked over the scene before walking away. 'That thing looks just like one of those monster Kleiser had! Why would they still be here now!?' Widow noticed his troubled expression but remained silent.

All in all, the mission was having a rather explosive start. Hawkeye smirked at how things were going. 'Maybe this one won't be boring!' he thought to himself as he walked out of the cargo area.

**First chapter done. Hope you like what I did with the characters, and Thor will make an appearance next chapter!**


	3. Chapter 3

**I do not own any characters from Marvel. All rights belong to their respective owners. Please review and follow!**

**Chapter 2**

**Complications**

Tony Stark aka Ironman sat in the cargo bay area as he cleaned that last smudges of blue blood off of his arm. He looked at his now clean arm piece before reattaching it to the armor he was wearing. His diagnostic scan had shown no serious damage to his armor. Wasp walked in a minute later, "You could have left more of its internal organs intact." Ironman glared at her, the glowing eyes on his helmet narrowed in response. "Well next time why don't you go out there and fight a giant flying monster with laser beams while defending a cargo jet." Ironman stomped past her and Hank who had just appeared in the doorway. "Watch it metal head." Hank said as Ironman brushed past him. "Fuck off Pym. And next time you want a specimen to play doctor on, get it yourself." He stormed off down the hallway, an angered Wasp and Pym glaring at him. Hawkeye walked into the hallway stepping back in time to avoid be knocked down by Ironman. "Hey what gives!?" "Ask the lab geeks in couples counseling." He then stormed off down the hallway. Hawkeye stepped into the cargo bay and saw the two scientists hard at work scooping the remaining flesh and blood into several containers. "What did you two do to piss him off?" Hawkeye said as he leaned against the wall. The two scientists chose to remain silent. Hawkeye pushed himself off the wall and walked back into the main room of the jet. "How much time 'til we reach the landing zone? "Widow looked up from her position "Fifteen minutes, tops." Hawkeye looked at her before leaving. "I'll prep the team."

…**.**

**South Africa, 20 minutes later **

The Quinn jet was perched in a small clearing in the jungle, stealth mode fully activated. Captain America and Hawkeye walked down the steps in full costume. "So what's the play?" Cap looked over the surrounding jungle. As he did so images flashed in his mind.

…..

**Germany, 1944**

Captain America raced through the jungle radio in hand. "Raimon, Taylor report!" Silence followed before static hit his radio. "Dammit! Taylor report!" Still no answer was heard. He continued running, leaping over branches and ducking under uprooted trees. He called out. "Taylor! Raimon!" He rushed into the clearing his soldiers were supposed to be in. What he saw made his blood run cold. He saw a man wearing a Nazi commander uniform holding the necks of his soldiers. Raimon's neck was bent at an unnatural angle his face frozen in pain. In the man's left hand was Taylor being lifted into the air by the neck. The young soldier looked terrified. He turned his head and saw the shocked face of his captain. "I'm…I'm sorry Cap!" The Nazi then twisted his hand, snapping Taylor's neck. "Noooooo!" The Nazi turned his head a sinister grin spreading across his gruesome and scarred face. "Raaaaaahhhh!" Captain America Charged forward drawing out his shield (The original WWII shield made from bullet proof and reinforced steel). The Nazi man didn't try to dodge the thrown shield as it sliced threw his body. "Graaaah!" the Nazi cried out as he was cut in two. The captain didn't stop knowing what this man was capable. Sure enough the Nazi's body began to form several blue tentacles that reconnected his severed halves together. Cap tackled the man to the ground and started to punch his face while gripping his neck with his left hand. "I'll kill you Kleiser! Taylor will be the last soldier you take from me!" he continued to punch Kleiser straight in the face but he was thrown off when a glowing tentacle slammed into his side. Cap was thrown several feet away from his previous position. He looked up to see a strange blue creature with several tentacles instead of arms. Its body was glowing as its crab like legs walked forward. It stood in front of Kleiser while readying itself for another attack. Cap was not deterred by the arrival of the creature, as he was too consumed with rage to think of a better course of action. He drew his gun but before he could fire he felt several bullets riddle his stomach. He looked to his side and saw Kleiser holding a German pistol its barrel smoking. Cap collapsed to the ground. Keliser walked towards him before kneeling over the fallen hero. "What a pity Captain." He stood back up before walking away with the strange creature. "I believe that your brothers in arms could use some company as they rot. You should do them that honor." He and the creature continued to walk into the forest disappearing into the thick foliage.

…**.**

**South Africa, Present**

"Hey Cap!" the voice of Hawkeye snapped the veteran hero out of his past memories. "Huh?" "I asked what's the game plan? Ya know, how to proceed with the mission!" Cap shook his head to clear his thoughts. By now the rest of the team had descended from the jet's ramp. He saw Widow giving him a concerned look. "We're going to recon the dig-sight. Giant-man, Wasp, you know the way, take point. Ironman get us an aerial view. Use that new stealth mode you showed us at SHIELD." The team nodded their heads in understanding. Ironman cloaked himself before shooting off into the air staying several meters above the jungle's tree line. Giant-man and Wasp lead the way into the jungle. "It's about a three mile hike from here. And there's no telling if the sight is secure or not." Hank stated. "Just great." Hawkeye muttered. Widow fell behind to walk alongside their leader. "You remembered something from the war, didn't you?" Cap hesitated for a moment before relenting. "Yeah, just an old memory. I'm fine." Widow thankfully left it at that. Cap's com-link buzzed to life as Ironman spoke. "Hey cap can I ask you a question?" "Now may not be the best time." "Well there may not be another time." Cap looked at Widow who simply shrugged her shoulders before moving back to the front of the group. "Fine, what is it?" Ironman descended to the ground floor of the jungle. "I've got two of Stark's surveillance satellites monitoring the airspace. But for my question, ever since I read about you in school I've always wanted to ask you a question." The two heroes continued to walk through the jungle following the team. "Yeah? And what's that?" Cap chopped through a tree branch with his shield. "When you jumped onto that nuke in '45, did you think you'd make it?" Cap answered the question almost instantly. "No." This made Ironman stop for a moment before he continued walking. "Really? Wow." "What? Would you have hesitated?" Ironman paused for a moment before answering. "Yeah, I'm not really into post-hummus awards." Cap smirked at this before stopping. He turned to face his teammate before giving him a slight smile. "Who knows when the time comes, you just might surprise yourself." He then continued walking to catch up to the group. Ironman stood where he was for a moment. "Huh, I guess we'll just have to wait and see." He then proceeded to follow his team leader.

The group walked through the jungle or about twenty minutes, finally stopping on a large ridge that overlooked a massive crater. "Wow, is this like miniature version of the Grand Canyon?" Hawkeye asked jokingly. "Very funny Barton. This is the dig-sight." Giant-man gestured to the crater. Ironman used his helmet's sensors to scan the area for any signs of life. "Sensors aren't detecting anything. This place is deserted." Cap stood over the edge of the cliff, looking out on the abandon sight. "Wasp, take Quicksilver and Hawkeye to the convoy's route, see if you can find anything. The rest of you, with me. We're investigating the sight." He then leapt onto the slope and used his shield to slide down into the crater. "Be safe brother." Wanda said to her twin. "Please, how many times have I been unsafe?" She gave him a stern look before he put his hands up in defeat. "Fine, I'll be careful. Take care little sister." He then zoomed off into the trees followed by Wasp and Hawkeye. Giant-man hit a button on his suit and used it to grow several stories tall. He offered his palm so Widow and Wanda could get a ride. The two avengers accepted and descended with their teammate, Ironman following behind them. Once they reached the bottom Giant-man returned to his regular size. He hit a button on the side of his head and silver helmet formed from the two pods located on his shoulders. He then raised his right hand to the helmet and moments later a swarm of ants began to crawl along the ground of the dig-sight. "I'll be the first to say it. Gross, but effective." Ironman said as he looked at the swarm of insects scrounging the dig-sight. "I'll use the ants to look for any threats." Cap nodded his head as the assembled team fanned out.

Ironman walked towards an abandoned drill, he used his armor's sensors to search for any abnormalities, what he fund was a bit surprising. He bent down underneath a drill and picked up the soil. Using his sensors he scanned the dirt as well as the drill. His thermal sensors detected heat signatures from both the drill and the soil. ''Hmm…" "What is it?" Ironman turned to look at Black Widow who had her right pistol drawn ready for combat. "The soil and drill are still warm. Someone was here, recently." Widow looked over the area again, eyes roaming over every object. "Hank says the ants haven't detected anything yet, but we'll stay on guard." Ironman nodded. Before he could leave however, Widow spoke. "Why don't you show the rest of the team?" Ironman stopped walking and turned to glare at his former KGB teammate. "What? Tell them 'Hey that douche-bag billionaire you all like bad mouthing is actually me, Surprise!', I don't think that would play out well." Natasha gave him a disapproving glare. "They might like you more if stopped pretending to be said douche-bag." Ironman sighed under his helmet. Natasha took this opportunity to speak again. "Tony the more you keep this up the harder it will be for you to stop. You're not the selfish playboy you make yourself out to be on the news. So why do you still do it?" "Because it throws people off when a guy in a metal suit saves them." Natasha walked up to her armored teammate. She placed her left hand on his shoulder. "Tony you can't keep hiding yourself inside that armor." Tony was about to respond when Giant-man called out. "We got something over here!" Ironman and Widow headed towards the sound of their teammate. The two walked over to the other side of the crater. They saw their team assembled near a cave like opening. "What's this?" Ironman asked. "It's a cave stupid." Giant-man said. "Fuck-off bug boy." "Knock it off! Both of you! Hank what's in the cave?" "Don't know. This cave wasn't here before." Widow spoke up at this. "Its no coincidence then. Ironman found several work machines that had been used recently." Cap looked at the cave before deciding on something. "All right, Pym, Ironman you two are on guard duty. Wanda, Widow with me." The two females nodded while Ironman and Giant-man looked less than pleased. "Great play there boss. Bench your most powerful player." Cap glared at Giant-man "If things go south we'll need you out here to contain the situation. Anything that comes out of this cave that's not us, bury it." He then turned around and walked into the cave followed shortly by Wanda and Widow.

About two minutes passed with the two men standing in silence. Ironman finally decided to break the silence with a question. "So what did you find out about that thing in the cargo hold?" Giant-man turned his head towards the direction of the cave before answering. "Bogey-1 has a similar energy signature to the artifacts we found here at the sight. Its internal structure however was fascinating. It had a fully aero dynamic body structure." "Fascinating." Ironman said sarcastically earning a glare from the size-changing hero. "What about the weapons? Where they equipped or natural." "A bit of both. The energy for the weapons came from the creature's own body. The weapons themselves seemed to have been grafted onto the body, almost like its life's duty was to be a weapon." Ironman didn't like the sound of that. He looked up at the sky before looking around the area, scanning it as he did so. Giant-man noticed his antsy behavior. He also looked around but saw nothing.

"Why so jittery?" he finally asked. "I can't see." "What?" "Stark's satellites, they can't see us or the terrain…we're being jammed!" A sense of dread soon settled on Giant-man. "Janet! Can you get in contact with them!?" Ironman put his fingers to his helmet trying to contact the rest of the team. "Shit! I can't reach anyone! Even the cave team!" "What!?" Giant-man was about to hit the growth button on his suit ready to go after the convoy team. "Hank stop!" "Why should I!?" Ironman again tried to contact the team, but all he got was static. "I'll go after the convoy team! Use your ants to scan the area and go after Cap and the others!" With that said Ironman blasted off into the air heading for the second part of their team.

…**.**

**South Africa, Beta Team**

Quicksilver raced around the ambush sight looking through the wreckage. Wasp was currently buzzing around the area. Hawkeye overlooked the area by standing on top of a ridge. He looked at the scene below him. Destroyed cargo trucks, vans, and standard military escort vehicles, all of them blown to bits. So far they found no bodies, or bomb/mortar casings. Hawkeye scanned the area looking for any tracks or alternate pathways that the ambushers could have struck from. No matter where he looked he couldn't see any sign of their being an enemy. His only proof was the ruined wreckage beneath him. He looked down and saw Wasp's glowing form zoom around the area, looking for any artifacts. Quicksilver was dashing through the forest looking for any sign's of the attackers. He dashed through the undergrowth finally stopping on top of a fallen tree. "Man this sucks!" he muttered to himself. He looked out over the area before deciding to head back. He stopped however when he saw several strange tracks dotting the ground. He jumped down from the uprooted tree to gain a closer look. He saw what looked like small stab marks in the ground. He looked further ahead and saw the marks shift from stab marks to boot prints. Pietro frowned at this. He raised his hand to his ear and pressed his com-link, "Hey guys I think I found something." He received nothing but static on the other end. "Guys?" He stood up from the ground before taking out a phone shaped device and snapping a photo of the prints. He then zoomed off out of the forest back to the ambush sight. He saw Wasp still scrounging for clues and Hawkeye on over-watch. Pietro let out a barely noticeable sigh of relief. He walked forward before speaking. "Hey, why didn't you respond to my call?" Wasp turned around and flew 'til she was right in front of his face. "What call?" "I tried to contact you guys about some tracks. Neither of you answered."

"What?" She then resumed her original size, standing next to Pietro. She turned to look up at Hawkeye and spoke on her com-link. "Hey Clint, did you hear Quicksilver's call?" She gained no response from the purple archer. Quicksilver and Wasp looked at each other before looking back up at the archer. "I'll go check." Wasp shrunk once more and flew up to the perch Hawkeye was currently using. "Hey Barton!" Clint turned to face his miniature ally, giving her a strange look. "Why didn't you use coms?" "They're not working!" 'Crap!' he thought. Hawkeye quickly checked his own com, reaching out to both his current team and his allies at the dig-sight. "No response." Wasp began to fidget. Hawkeye stabbed a grapple arrow into the rock face and dropped down using the rope to slow his descent. He landed on the ground and looked over the assembled team. "We need to regroup with the others. I don't like what's happening here." Quicksilver then spoke up, "but what about the tracks I found?" "Tracks?" Wasp took this chance to chime in, "Yeah he said he found some back in the jungle." Hawkeye seemed to think this over for a moment before coming to a decision. "Show me."

About two minutes later, after running through the woods, Quicksilver showed them the tracks he found. "Hawkeye examined them before speaking. "Pietro, Jan, regroup with the others. I'll follow the tracks." "What? By yourself!?" Hawkeye didn't even look back at Wasp before he gave an answer. "I'll be fine. Go check on the others." He the proceeded to walk into the jungle and began to follow the tracks. Quicksilver opened his palm; Wasp understood the gesture and landed in his hand. Pietro closed his hand making sure not to crush his teammate before he took off down the path they had taken from the dig-sight.

…

**South Africa, Cave**

Captain America used his flashlight to illuminate the deep tunnels of the cave. He bent down and touched the soil; he noticed it was soft and crumbly. "Wanda, do us a favor and make sure this cave doesn't collapse." Wanda nodded her head before her eyes glowed red and energy engulfed her hands she raised them over head before pointing them at the cave's walls. After a moment the energy faded. "Done." Cap nodded his head as they continued down the tunnel. As they proceeded through the cave, Cap couldn't shake the feeling that something was off. The group continued into the cave until they reached a large opening in the cave. The opening had an intense blue glow emanating from its mouth. The group stepped forward cautiously, Cap being the first to enter the mouth of the cave. The others soon followed, when the group exited the cave they came across their jaws dropped in awe. Inside, was a gigantic cavern. The area was bigger than an underground football stadium, and in its center sat a large blue and green ship. "What is this place?" Natasha asked. Wanda merely shook her head in confusion. "Cap what do you think? Cap?" Widow's question went unanswered. She turned to look at her team's leader but was met with the shocked face of her captain.

Steve stood in horror and rage at the object he saw before him. His mind flashed to scene from the war, his final moments on board that rocket, ships similar to this one flying through the sky raining death on his forces. "Steve!" Cap snapped out of his trance and turned to see Widow pointing to the area at the base of the strange ship. Captain America looked down at the scene and stood in shock. Several scientists with lab coats, a well as construction and dig-workers were busy at work trying to unearth the ship. "What are they doing?" Wanda asked as the trio took cover behind a rock outcropping. "They look like they're trying to unearth it." Widow said. She then turned her head to look at Cap, only to see him glaring at the scene. "You know what that thing is, don't you?" Cap nodded his head. "Back during the war. Nazi's had their help in building weapons." "Who are they?" Wanda asked, peering over the edge of the rock. "Nazi's called them the Chituari. They're as dangerous as they come. They killed my men." Widow saw his hands tightening into fists. "Then we need to stop them. But why would the scientists keep this hidden? They're all SHIELD personnel!" Cap looked at Widow before responding, "I wonder about that…" Wanda turned her head and saw a small group of ants heading towards the group. "Uh…guys?" Both of her teammates turned to see her pointing at the colony of ants. "Hank's?" Cap asked.

Widow watched the ants as they began to shift their alignment, each ant taking a predefined position. Their new shape formed a single word that made the team's blood run cold.

**TRAP**

Cap looked up at his team before muttering a word. "Move!" the team began to move until a scientist leapt in front of them. The man stood up right, barring the exit. "Move now!" Widow raised her guns, aiming it at the man's head. Several more workers and diggers began to group around the three. "Last warning, move or I shoot!" None of the people moved an inch back. Before anyone could react Cap threw his shield slicing through on of the scientists. The man screamed in pain, before his screams turned to an inhuman gurgling noise. The man's blood and organs took on a bluish glow with fluorescent organs. The man's face and body began to twist and contort until its body no longer resembled a human's. It was large, about eight feet tall, with an elongated head, thin, pointed, hind-legs, and large crab like hands. The creature let out a shrieking cry as all the other scientists began to resume their true forms. The team began to back up, Cap raising his shield (his weapon rebounding back to him after he threw it) to defend himself and his team. Suddenly a swarm of ants began to descend on the Chitauri, disorienting and confusing the group. The trio of heroes took this chance to retaliate, shooting and bashing their way through the horde of aliens. They took off down the tunnel heading for the exit. They could hear loud noises emanating from the behind them, apparently the Chitauri had started to recover from the surprise attack.

The team saw the exit up ahead, rapidly coming closer. "Wanda! Widow! Bury them!" obeying that order Widow primed one of her grenades before tossing it into the cave right as they exited. Wanda's eyes began to glow a she pointed her arms at the cave. The grenade detonated, the explosion causing the entire cave to begin collapsing (thanks to the subtle help of Wanda's powers). Several Chitauri, unfortunately, were able to escape the caves collapse. Giant-man took this chance to adhere to his leaders previous orders. He enhanced his size until he stood about sixty-five feet in the air. He then brought his foot down on one of the Chitauri, squashing it under his foot. He then brought his right fist down into the earth scattering the remaining four Chitauri. Cap hurled his shield into one of them, slicing it through its body. He then summersaulted over the creature (retrieving his shield as he did so), and brought his shield down on the next creature's head, decapitating it. Wanda released a blast of energy hurling the remaining Chitauri against the rock face. The two creatures retaliated by firing blasts of energy from their opened claws. Black Widow began to shoot at them, the bullets wounding the creatures, throwing off their aim. A speeding gust of wind wrapped around the remaining Chituari as a miniature cyclone lifted them into the air. The Chitauri were sent hurtling into the rock-face where they were buried by a rockslide (courtesy of Wanda). The cyclone began to dissipate, revealing Quicksilver at its center.

"Miss me assholes?" Wanda hugged her brother as Giant-man began to shrink to his normal size. "Quicksilver where are the others?" Pietro opened his hand tor reveal Wasp who resumed her regular size, standing next to her husband. "Hawkeye sent us back here to regroup with you guys while he investigated some tracks. Where's Ironman?" cap turned to look at Giant-man. "He said that the satellites were being jammed so he went to warn the away team…" he gestured to Wasp and Quicksilver, "…while I warned use guys." He looked at his wife. "You didn't see Ironman on the way?" Wasp shook her head. "We headed back here when we realized that coms were down. Then Quicksilver got us here." Cap tapped on his com-link but received only static. "Still down." The team stood in silence contemplating their next move.

…**..**

**South Africa, Jungle**

Hawkeye leapt from his perch in the trees as he followed the tracks. He rolled on the ground, readying himself for trouble. The entire time he was tracking the ambushers, he couldn't shake the feeling he was heading for a trap. It didn't help that their coms were down and their teammates possibly in danger. "This was suppose to be an easy mission!" he grumbled to himself. He readied his bow, notching an arrow into as he did. He looked towards the tracks seeing several new ones. "Hmmm….." Hawkeye followed the trail, looking over everything that crossed his vision. A snap noise was heard, making the archer whirl around, arrow pulled, ready to fire. A small group of frogs hopped out of the bushes. 'Shit!' Hawkeye thought as he looked around the area. He had been in to many situations to lower his weapon after a tense moment. He continued to scan the area for any sign of a threat. 'I really don't like this mission.' He then heard a pulsing noise before he hit the ground hard to avoid a blast of blue energy that barreled over him.

He rolled around on the ground before firing his arrow only to see it disintegrate as another blue blast shot towards his position. He flipped off the ground into a crouched position before back flipping to avoid the energy blast. He drew both his sidearm pistols and began to fire into the bushes. Three large blue creatures jumped from the undergrowth. They landed in the clearing as they began to open fire again. While dodging the return fire, Hawkeye got a good look at his attackers. He jumped behind a tree before hurling a flash bang into the clear. He heard the trademark 'bang' that accompanied the blinding light. 'Those are some ugly motherfuckers! If they're responsible for the convoy, this thing might be more complicated than we thought!' He jumped out from his cover and fired off several shots of gunfire. His attack struck home on one creature, piercing its skull. The other two took the bullets head on, only suffering minor damage.

Hawkeye continued to fire with his right pistol until it clicked empty, he immediately switched to his left gun, reloading the right while he continued to fire. One of the Chituari charged forward opening its enlarged claw to grab the dual-wielding gunmen. Hawkeye back flipped to avoid the assault firing both guns as he did so. This time the bullets struck weak spots on the alien's hide, piercing its body. The beast dropped to the ground leaving only one attacker left. "And then there was one…" Hawkeye said rather smugly as he aimed his guns at the sole-surviving Chituari. The alien snarled at this before unleashing a screeching call from its vocal cords. The area around them began to acquire large amounts of noise. Hawkeye whirled his head around to see several more Chituari-like creatures. These one looked distinctly like dogs. "Me and my big mouth!" Hawkeye grumbled. He fired off several shots two of which found their marks in the skulls of two Chiruari-hounds. This still left over a dozen aliens including the original Chituari. Two hounds leapt towards the archer who quickly dispatched them with a quick click of his handguns. This action however was all it took for another Chituari-hound to get an opening it jumped forward, mouth opened to devour the gunslinger. Hawkeye was to slow to react. Instead of blood bursting from its prey like the hound expected, it was slammed with an intense beam of energy. The hound's remaining corpse slumped to the ground several feet from his intended target. Several more beams seared through the tree line, vaporizing several more hound and the left arm of the lead Chituari. Hawkeye took this opportunity to unleash a hailstorm of bullets that ripped through the remaining hounds, the remaining Chituari attempted to flee, but the purple Avenger shot its leg. The alien crumpled to the ground, whirling around, it attempted to vaporize its transgressor. Before it could fire, a blue beam of energy severed its remaining arm. The area trembled as Ironman descended through the canopy, right arm raised to deliver a lethal blast of repulsor fire.

"Well it's about time some one sent back up." Hawkeye growled as he reloaded his side arms. Ironman gave him an angered look before muttering, "Shut up, Clint." He kept his weapon trained on the Chituari, ready to end it if it so much as breathed wrong. "What's this thing?" Clint asked as he drew his bow, an arrow already notched onto the drawstring. "Don't know. Maybe we should led the Professor and Mary Ann take a look at it." Hawkeye looked at the creature before answering. "Are you sure I can't just lodge an arrow in its hide?" "I think I can say that Hank and Jan can cause this thing more pain than you or me could ever do." Ironman grabbed the Chituari by the neck and hoisted it up. The creature growled in defiance. "Do me a favor arrow boy, get the arm." Hawkeye looked at the severed arm. "What do we need the arm for?" "Research." Ironman said as he began to walk into the jungle, motioning Hawkeye to follow. Clint reluctantly picked up the arm. "Eww…this thing is still all slimy! Why do I have to carry it?" "You want the 579.23 lbs. of living alien body to carry?" Ironman asked holding up the still struggling Chituari. The alien screeched as if to emphasize the point. "I hate you." "I know you do!" Ironman called back. Hawkeye reluctantly followed his teammate.

…..

**Quinn Jet**

The assembled group of Ultimates looked at the now scrambled satellite map that covered the large screen monitor. "All communication via satellite and short range coms are being jammed. Some type of high powered electro-magnetic interference is screwing up everything with a radio frequency." Widow's explanation confirmed what the team had suspected after their coms shutdown. They were on their own. "Any sign of Hawkeye or Ironman?'' Cap asked. "His response was answered by Hank. "Like Widow said, all coms are down. That goes double for our locators." Cap did not like that explanation. He grabbed his shield from off his back and proceeded towards the jet's ramp. The others saw his actions and realized his intentions. Widow was the first to respond walking in front of the super soldier. "Steve you can't go out there, we don't know what were up against!" "I know plenty!" Cap brushed past his ex-spy teammate before hitting the '**open'** button for the ramp. The doors slowly started to lower as Captain America began to walk forward. "Those thing killed my men before and now two members of my team are out there with them. I'm not losing any more soldiers! Not today!" His descent was topped however when the doors revealed the silhouette of a Chituari. "Contact!" Cap called out as he readied his shield, Widow readying her guns. "Whoa! Easy! Friendlies! Were friendlies!" ironman said, holding up his left hand in surrender, his right still gripping the Chituari's body. Hawkeye appeared behind him, still holding the severed arm.

"What are you doing with that thing!?" Cap exclaimed, not lowering his shield. Widow followed his example as she kept her guns trained on the Chituari. "Thought the science couple could use a late wedding gift. Beside we need to know what were up against." Ironman began to walk forward with the Chituari, Cap and Widow still didn't looked convinced. Hank and Wasp walked onto the ramp and saw the alien. "You caught a live one!?" Janet rushed over to examine it, Hank following a step behind her. "Yep. A horde of them tried to take a bite out of Barton." Ironman pointed his thumb towards the team's archer who threw the severed alien arm on the ground. Hank picked it up and examined it. "Hmm…a little damaged…but we can still examine it." Ironman walked alongside the two scientists, taking the alien body with him.

Captain America turned to Hawkeye, "Where'd you find that thing?" "It attacked me when I went searching for the tracks. Whole thing was a setup from the start. Did you see these things too?" Widow nodded her head. "We found a cave at the dig-sight. The place is overrun with those things. They apparently were around during Cap's day." Hawkeye turned to his team leader who nodded his head in confirmation. "They helped the Nazis acquire nuclear weapons. I thought they would have left after the war ended. Guess that was a false hope." Captain America turned around and proceeded to walk inside the jet, hitting the '**close' **button for the ramp. The others followed him inside the jet. They walked into the briefing room, Hawkeye propping down in one of the seats. "So any thing new with the coms?" Widow responded to his questions while typing in commands for the jet's controls. "Coms are still down, probably until we get out of here." So until were back in American waters were fucked. That's great." The jet lurched to its sides as it engines began to roar to life. The vehicle hung over the air space for a minute before taking off into the sky.

The jet soared through the sky heading towards the Triskelion. Ironman stayed in the cargo bay by his personal armory carrier. He was currently running full diagnostics on his suit's systems as well as the energy the Chitauri had used. Cap had brought the group up to date on what he knew about them from WWII. Ironman was personally surprised that there were actually aliens that Earth had had dealings with. Then again he did work with a super human who claimed to be a god. And seeing what said 'god' could do to the Hulk, he had little reason to be surprised anymore. He finished hi suit diagnostic, checking over its report; he found no abnormalities in the suit's functions. His suit also returned the analysis of the energy-based attacks. 'Hmm…looks like I can adjust my shield's frequency to take some of these and still keep going.' He finished adjusting his suit before the doors opened behind him. He turned his head to see the Scarlet Witch enter the room. She looked around and saw Ironman. She walked into the room looking at the armored hero before looking at the pod he was currently sitting next to. "What are you doing?" she asked, stepping closer. Ironman looked t her for a moment before answering. "I was running diagnostics on my suit. Everything's fine. Why are you in here?" Wanda looked around nervously before speaking. "You once told me I should try to be more…social…right?" Tony raised an eyebrow underneath his helmet. "Yeah…I did. Why bring this up now?" "Well I've been thinking it over…and... Well if my brother and I are going to stay on the team, I thought I might want to get to know our team a bit more."

Ironman looked at he for a moment before speaking. "Okay…what does that have to do with me? Don't get me wrong, if you need help coming out of your shell then I am more than happy to help, I'm just not sure what your asking of me." She again looked away before mumbling something. "I can't hear you when you mumble." Wanda turned back to her teammate and finally spoke loud enough for him to hear her. "How would you go about getting to know people better?" Ironman sighed. It was true he had given her advice on how to be more social with the team, however he now realized that he should have shown her how to go about doing it. Most of the time Wanda only spoke to her brother or during missions. When those rare moments occurred they were all direct to the point statements or questions. "Well that can be tricky. It really depends on who you are trying talk to. Considering this team, we might not be the most social bunch." Wanda looked a bit distressed at this, seeing this Tony racked his brains on how to best explain what he meant. "For this team I guess you'd have to ask an interesting question about the person. For instance, let's take Cap. He's an older guy despite his appearance, but he has some good stories. Maybe ask him what life was like back in the 40's or what the war was like. Hell, even talking about how he's adjusting to the modern world would be a good start. 

Wanda nodded her head in understanding. "So a topic of interest?" Ironman nodded his head before standing up. "Talk to Wasp about this stuff to. She maybe a science geek but she can definitely be chatty about this kind of thing." Ironman continued to walk past his teammate until the jet began to lurch from side to side. Tony had to brace himself on the wall to prevent himself from falling. Wanda wasn't so lucky as he tumbled into a stack of objects in the cargo bay. She kicked a box off of her and sat up. "What the Hel-" her sentence was cut off when the jet shook again just as violently. "I'm getting a strange case of déjà vu." Ironman said before he hit the intercom button on the cargo bay's speaker. "What was that!?" Widow happened to be the first to respond. "Looks like our old friends are back for round two!" "Open the doors and get Hawkeye on the guns! I'll fight them outside!" He motioned for Wanda to leave the room as to not get caught in the vacuum. Wanda heeded his warning as she backed out of the room. The doors opened to allow the armored avenger to take flight, which he promptly did.

He flew from the jet and out into the outside air. His scanners quickly located several attackers. Five creatures that looked identical to the one that Tony had previously killed. "Know doubt that there Chitauri." He grumbled to himself as he approached the hostile targets. The creatures saw him and immediately opened fire. Tony threw up his new shields as the energy beams sped towards him. The blast slammed into his shields, but they didn't penetrate them. 'Looks like the new shield works.' He mused to himself. The creatures saw that their attacks had no affect. They began to loop through the sky continuing to fire off several blasts of energy at the shielded superhero. Despite the initial success of the shield, Tony knew it was only a matter of time before they gave out under the intense beating. He began to return rapid-fire shots of repulsor beams, using his right arm to scatter and his left for more targeted attacks. One Chituari flyer was hit by the onslaught of the beams and began to retreat. Ironman pressed his advantage and fired a full powered repulsor beam from his right palm. The beam seared through the body of the flying alien causing it to descend to the cold waters below. "One down!" He shot forward and tackled another alien. His experience with the first creature had taught him that these creatures were not suited for close quarter combat. He unsheathed his repulsor blade and plunged it into the alien's neck. He quickly carved it through until the blade had reached the other side, decapitating the flying eel. The remaining three began to open fire as they rained down shots of blue energy.

Ironman began to dodge and swerve his way around the blasts of energy, throwing up his shields to deflect the shots that did hit him. One alien attempted to use its energy weapons to carve the armored avenger in half. Before its continuous beams could reach the red and grey target, a blast of artillery shells slammed into its side. The shot from the turret sent the creature plummeting down into the ocean's depths. Hawkeye sat in the gunner seat trying to get a lock on the remaining two aliens. 'Damn turrets are so slow!' he mentally raged. Tony began to return scattered fire but the Chitauri swerved out of the way while returning fire with even greater force. "Dammit!" Ironman continued to swerve out of the way of the incoming attacks, although a majority continued to pound on his shields. 'These shields aren't going to take much more punishment!' sure enough the shields of his suit began to flicker from the strain of the attacks. Ironman spun around and unleashed as many of his energy attacks as he could while he was pelted by alien fire. His armor began to flake and break as he was hit with the blue energy.

Widow sat in the pilot seat as she took the jet off autopilot. She began to steer the ship closer to the aerial dogfight so Hawkeye could get a better shot with the jet's turrets. The ship's warning sensors began to detect massive amounts of underwater movement. "Clint we have company! Ocean surface!" Hearing this, Hawkeye aimed the jet's belly mounted turrets at the water's surface as several shadows appeared just below the water's surface. Dozens of Chituari eels broke the ocean's surface as they rose to the sky. Hawkeye wasted no time in firing down on the horde of aliens, the turret's artillery ripping apart a good portion of the alien fleet. Despite the incoming fire the Chituari began to return fire as they closed in on the Quinn jet. Ironman fired several rockets from his armor's shoulders. The projectiles soared through the air and struck his two attackers head on. Tony took the opportunity to charge into the smoke, his sensors telling him exactly where the aliens were. He unsheathed his repulsor blade and sliced the creatures apart. He took a moment to catch his breath, as he did so he saw the approaching swarm of Chituari heading for the Quinn jet. "Damn!" he shouted as he rocketed forward, ignoring his armor's damage.

He unleashed a flurry of repulsor fire, killing three aliens before they retaliated. As he attempted to return fire, he received a staticy transmission from the jet. "Ironman its Cap! We're opening the cargo doors, get on!" "What!? You'll be sitting ducks out here!" "So are you!" Ironman wanted to argue further but he couldn't fault his leader's logic. "Affirmative." He opened a hatch on the left hip of his armor and released several marble sized spheres that began to glow. The miniature explosives detonated into the swarm scattering the pursuing aliens. Tony could see the ramp opening for him, he sped towards the ramp. As he landed a Chituari unleashed an energy beam right into his back. "Gaaaarrghh!" Tony was sent flying through the cargo room, slamming into the walls. Lucky the ramp had closed as soon as he landed. Cap and the others saw the feed from the area's video surveillance, they immediately leapt to his aid rushing into the cargo hold. They saw Ironman nearly imbedded in the ship's wall, armor wrenched and smoking. The helmet looked damaged as well. The ship again was rocked by another explosion. Cap turned to Wanda. "Wanda see if can give us an edge here!" "Wha-!?" "Mess up their aim, their flight path, something!" She seemed to register what he was saying as she nodded. "Right!" she then raised her arms as her eyes began to glow red.

The Chituari's assault had initially been successful in pushing the Ultimates back, but now the Chitauri were losing an edge. Their attacks had become sporadic, shooting even their own kind instead of the ship. Despite the difficulty, the Chituari continued their assault on the Quinn jet. However the weather had begun to shift, the sky had grown darker as the wind began to pick up speed. The Chituari could feel something was coming. Lighting streaked across the sky as the booming sound of thunder soon followed. Widow looked at her weather instruments, all of them going haywire. "Wanda! This you!?" Wanda looked at her teammate before shaking her head. Widow looked panicked for a moment until she realized what it meant, a grin forming on her face.

The Chituari sensed what was coming, but they weren't fast enough to dodge the blasts of lightning that fell from the sky. Clusters of Chituari were vaporized by the electrical blitz. A group Chituari noticed a lone figure floating amidst the storm clouds. The aliens charged towards the lone figure who lifted his weapon, an axe fused with a hammer. The blonde haired man charged into the fray swinging his weapon hacking and bashing away every alien that dare to attack him. "Back foul beasts! You dare strike at the son of Odin!?" He summoned another barrage of lightning bolts that vaporized the horde. The remaining Avengers looked on in awe and amazement as the Chituari began to flee, diving back into the depths of the ocean. Within minutes the alien horde had been driven back. The storm began to dissipate, but the dark clouds still hung overhead, as if a warning to any lingering Chituari. The Quinn jet then opened its ramp doors. The blonde haired figure descended upon the jet. He proceeded up the ramp as it began to close. Captain America was the first to greet the hammer-wielding avenger. "Good to see you Thor!" The star spangled avenger offered his hand to the god of thunder, said god gladly shook the captain's hand. "My apologies Captain! I was vanquishing Boglors in Alfheim when I learned of the mission. Cap merely smiled at this comment. The brief respite the team gained from the new arrival was quickly stomped by a single comment. "He's not breathing!" The team whirled around to see Scarlet Witch and Quicksilver kneeling over Ironman. Distinct gasping noises could be heard from underneath his helmet. "We've got to get this off!" Quicksilver said tugging at the helmet. Cap stepped forward moving the twin mutants aside before grabbing the helmet and wrenching it off. The group stared in shock at the face of the man under the helmet. "Stark!?" At the sound of his name, the young man began to cough and gag, allowing the much-needed oxygen to flood his lungs. He looked up a t his teammates with groggy eyes until he realized where his helmet was. "Please…God…tell me this is a nightmare…" he muttered.

**The longest chapter I've ever written! Hope you guys enjoy it!**


	4. Chapter 4

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 3**

**Welcome Home**

The Quinn jet landed on the runway of the Triskelion screeching as its landing gears hit the tarmac. The jet finally screeched to a halt near the front of the Triskelion's hangar. The ramp lowered to the ground as the haggled and exhausted team of superheroes descended down the ramp. Needles to say the mission was not pleasant and Nick Fury could tell that from the moment they had lost all communication with the team. He looked at the Avengers as their gear was unloaded. He had tried to contact them after SHIELD had lost satellite feed on the area over the dig-sight, but the coms had been disabled for the area too, even their allies in Africa had no functioning surveillance or radio. He had a feeling that something was about to happen, and it wouldn't be good.

The team of heroes grabbed their gear and headed towards the briefing room to be debriefed by Fury as well as report their findings. The whole time the group was replaying the attack by the aliens and the revelation about their armored teammate. Ironman walked in silence, armor mostly repaired thanks to the spare parts he had brought in the carrier pod. The team had to be honest they should have realized that he was Ironman sooner. They both worked/owned the same company, Stark had conveniently hired the armored hero after his kidnapping in Asia, and both hated the sale of illegal weapons. The team had taken the news quite well, that is to say Hank and Jan throwing a fit, Cap being rather surprised, Thor and Black Widow not caring (due to Widow's prior knowledge and Thor not caring who the hero was under the mask), Hawkeye being slightly aggravated, and the twin mutant siblings being as shocked as Cap.

The team entered the room and took their respective seats. Fury saw the looks of exhaustion on most of their faces. He looked at Ironman and saw that he had his head turned from the rest of the group. He then looked at Black Widow who mouthed her words silently, 'They know.' Fury gave a small shrug of his shoulders. "So now that every one is accounted for, a mission report would be helpful." Widow decided to answer first. "The mission went awry pretty quickly sir. On route to our destination the jet was attacked by an extraterrestrial presence. Ironman confronted the creature and killed it. Giant-man and Wasp examined it and found energy signatures and technology that were identical to the ones we found at the dig-sight. When we arrived we split into two teams; one to investigate the convoy, the other for the dig-sight. Then our coms were jammed by the same signal that cut off our communication with SHIELD. At the dig-sight we found an underground cavern that was infested with the aliens disguised as humans. Captain Rogers here seems to know more about them though." The team and Fury looked at Captain America. The captain stood silent for a moment before speaking. "We found the Chitauri digging out one of their ships, we engaged and buried them underground. Hawkeye and Ironman managed to capture one alive. It happens to now be in the lab where your scientists are studying it. On the way back to the Triskelion we were ambushed by a group of Chitauri. Thor arrived and eliminated the Chitauri allowing us to escape."

With the captain's report finished, he again went silent. Fury looked at the data he had received on the situation before he looked over at Ironman before speaking. "So Stark, you think you could make some gear that could deal with these things?" Ironman glared at Fury before answering. "It may take a little while for me to come up wit something, but they are vulnerable to heavy artillery and heavy weapons. I'll try to get something together that may be more effective." "Make sure it's tough enough to pierce their big ships. Back in WWII our biggest guns couldn't scratch 'em." Fury raised his wrist to his mouth and spoke a command. The Avengers turned to see the doors of the room open as three armed soldiers walked in. They carried an assault rifle, flamethrower, and a four barreled rocket launcher. The group set up a small stand with a wrenched piece of metal. They then stood at attention. Fury spoke up next. "This is a fragment off one of those ships. We found it in the ocean after Captain America thwarted the nuclear missile launch. One of the ships was caught in the blast and destroyed. We got this and some other fragments, most of which went into the making of your shield Cap." Captain America looked at his signature weapon. Fury continued speaking, "We call this metal Vibranium. Its light weight and near invulnerable. It absorbs kinetic energy like a sponge." He motioned for the three men to open fire. The first soldier opened fire with the assault rifle, unloading the clip into the piece of metal. Miraculously the metal remained unscathed. Similar results followed with the flamethrower and rocket launcher. The group stood in awe of the supposedly invulnerable metal. "The only way to penetrate it is more Vibranium." Fury removed a small gray and black knife from his coat and hurled it at the metal. The blade pierced through the plate like a knife through wood.

"So we have a very small amount of this stuff while the Chitauri have an army equipped with it. That's fucking priceless." Hank's cynical comment mirrored the group's mood. "Bar nuclear blast, almost no other object can penetrate it. Our tech boys have theorized that massive amounts of energy can do damage to it." Ironman looked at Cap, "Steve you ever see any of those aliens with armor like that?" "No. None of their soldiers were ever equipped with it, but their mother ships are. There were four of those things in WWII, but the only one we ever shot down was the one caught in the nuke's explosion." Ironman took in the information a he sat in silence. Fury again took over the conversation. "Now that we know that the Chitauri are still active, we can go about finding counter measures. Until then stay on standby. Dismissed!" The team of assembled heroes all began to exit the room heading for their own personal quarters.

…**..**

**Stark Enterprise, Penthouse**

Ironman landed on the top balcony of his penthouse as a hidden launch pad formed on the roof. He stepped onto the pad as it began to descend into the building's structure. The landing pad finally stopped about thirty seconds later. The room it had descended into was a large circular room with several suits of armor dotting the room. Several mechanical tools lined the area alongside advanced computers and other devices. Several mechanical arms extended from the pad and began to remove the armor from Tony's body. After the last piece was removed he proceeded forward off of the ramp and onto another platform, one covered in computers. He stood in front of a console and began to punch in commands. "I take it the mission didn't go well sir." Jarvis stepped into the room before standing on another moving platform that brought him to Tony. "Yeah, we got attacked by some aliens, I nearly suffocated inside my armor…oh yeah and they found out who I really was." His boss's sarcastic tone did not go unnoticed. "I see sir. Well the silver lining in this is that now you don't have to act like your normal self around them." "What do you mean?" Tony asked eyes still focused on the computer screen in front of him. "You can stop pretending to be a self-absorbed prick and act like the young man I helped to raise." Tony stopped typing and let out a sigh. "I guess that is a silver lining…Jarvis, how are you feeling by the way?" Jarvis raised an eyebrow at this question. "I'm fine sir why do yo-" "I meant how are you really feeling?" Jarvis sighed at this. "I've been feeling more sluggish and less coordinated. I might need to swap out pretty soon." "I'll prep the next one. Make sure you tell me about this stuff, I don't want to lose anymore family." Jarvis let out a small chuckle. "I thought I was suppose to look after you." "Things change." Tony replied as he headed towards the exit to the armory (the name of the room).

Tony exited the room and entered his personal penthouse. He walked over to another console before he typed in another command. A screen appeared in front of Stark, displaying the news. There had apparently been a string of robberies that had finally been stopped by the masked vigilante Spiderman. "Heh…Good to see the kid is doing ok." He began to go through the data that SHIELD had sent him regarding the Chitauri. The armory door opened once again opened as Jarvis stepped out of the room. "I see that our young friend is doing rather well." Tony nodded his head before turning off the news. "Yeah, the kids doing a lot better than when we last saw him. Fury really wants the kid on the Ultimates, same with the guy's sister." "I see." Jarvis sat down on one of the many chairs that decorated the room. "So the creatures that you all faced… do you think you can create a countermeasure?" Jarvis's question was answered rather quickly. "Yeah. They're vulnerable to heavy fire. The grunts aren't the problem; it's the ships that they were trying to unearth. Cap says that the only thing that could penetrate the armor was a nuclear warhead." Jarvis raised an eyebrow at this. "That's rather problematic." He deadpanned. "Yep, tell me how's the development of Ironman VI coming along?" Jarvis frowned at this statement. "It's slow. About a month since you assigned the project and only 20% of the design is complete. They say it will be another few months before it can be operated." Tony frowned at this. "Thanks for the update." He continued to type on the console as they remained in silence.

…**.**

**Triskelion, Training Room**

Several arrows lodged themselves into the skulls of several combat drones causing them to drop to the ground, deactivated. Hawkeye summersaulted away from the incoming machine gun fire of the remaining combat drones before he launched another volley of arrows that pierced into their metallic hides. Clint fired another arrow at the head of one of the last few drones. The projectile struck home, burying itself into the robots head. As it fell backwards, the arrow's special tip released several shards of shrapnel that pierced through the bodies of the last three drones, deactivating them. With his training over Hawkeye leaned against one of the room's walls, looking over his handiwork. ''Damn, I'm good!" He had taken down over thirty drones in three minutes. The door to the training room opened to reveal a tall white haired woman and a shorter brown haired woman. The two girls stopped their chatting when they saw the carnage in the room. They looked over to Hawkeye who simply waved a hand at them. The white haired female spoke up. "Geez! You bother saving in drones for the rest of us?" Again Hawkeye's only gesture was a casual one, in this case a shrug of his shoulders. "Sir what Felicia meant was th-" Clint cut off the brunette in mid-sentence. "I know what she meant Drew. I can understand humor better than Cap can." He stood up straight before walking over to the girls. "So how are Natasha's protégés doing?"

Agents Jessica Drew (Spiderwoman) and Felicia Hardy (Black Cat) were two agents that Barton knew primarily from association with his espionage partner Black Widow. Both were candidates for the Ultimates program alongside Jessica's brother Peter Parker (Spiderman). To be honest Clint didn't see the logic in not having them onboard the team now. He had seen all three in action, and they were more than capable at dealing with intense situations. "So what are you two up to? Doing the whole dynamic duo thing against criminals?" Jessica answered this question. "Kinda. The crime rate is on the rise an with Captain Stacy acting as Mayor things have gotten better." "Thanks to us!" Felicia chimed in. "And My brother of course." "You still haven't introduced me to him yet Jess!" "Why should I? You would try to hit on him!" "So what's the big deal you don't trust me with your brother!?" "Hey someone has keep an I on my kid brother!" Hawkeye began to tune out the argument the two friends where having. As they were distracted with their bickering, Clint walked past them rubbing his temples as he did so. "Freakin kids!" he grumbled as he exited the training room, leaving the two super teens behind.

He walked down the halls until he saw Cap walking through them. "'Sup Steve!" Cap looked at Hawkeye before nodding at him. "Hey Clint." Hawkeye noticed that the man known as Captain America seemed somewhat monotone in his response. "Something wrong Cap?" "The Chitauri." He stated simply. "Dude, you need to let it go. We'll beat them; we just need time to co-" "We don't have time Clint! Every minute we spend here twiddling our thumbs and doing nothing is another minute they have to wipe us out!" Hawkeye took a step back, caught off guard by the Captain's outburst. "We need to go back their now!" Hawkeye decided to stop his leader's rant before he came to another stupid decision. "We are not walking into another death trap just so you can settle a vendetta!" Hawkeye's retaliation was more forceful than intended, but it had the desired affect of silencing his angered teammate. "When we find them again, and trust me, we will, they will wish that they had never set foot on Earth." Hawkeye let his words sink in, as Steve stood silent. "Once we get those sorry, scaly, reptilian motherfuckers in our sights they'll be as good as dead. But for now, we learn what we can, we strike when we can and we will wipe them off the Earth." Hawkeye turned around before walking away down the hallway.

Steve watched his teammate walk away. He looked down at his now shaking fist. "Damn!" he muttered under his breath. He then walked towards the main hub of the Triskelion. He entered the room and saw Nick Fury standing at his command post, overlooking the room. "Sir!" Fury turned around and saw Captain America in his civilian attire. "What is it soldier?" "Sir have we gained anymore Intel on the Chitauri?" Fury sighed before answering, "No." Steve waited for any other piece of news but Fury said nothing. Fury looked at the time-displaced soldier before giving him another moment of his time. "Walk with me for a minute." It was an order, not a question. Cap reluctantly followed his commanding officer as they exited the room. The two men walked into a closed elevator as it descended below. "Hangar bay construction site." Fury spoke. A moment later, a robotic voice responded. "**Alert. Captain Rogers does not have authorized cle-" **"Override, Fury, Nicholas J." **"Confirmed." **The elevator began to descend towards its new destination. The two men remained silent. Steve looked around the elevator before he spoke. "I remember that people played music in these things." Nick looked around before responding. "Yeah…people got annoyed by it eventually. Y'know my granddad use to operate one of these." Steve looked at Nick as he continued to speak. "He worked in a nice hotel…friendly guy…got good tips…people liked him…he liked people. Everyday he would walk down the street in my neighborhood. When he saw people walk by he said 'Hi.' And they would say 'Hi.' back. But…time went on, neighborhood got rougher. When he greeted people they just said 'Keep on steppin!' And my granddad got to gripping that bag tighter." Steve was silent for a moment before responding. "Did he ever get mugged?" Fury gave a small laugh. "Nah…every once in a while some punk would always ask 'What's in the bag!?' and granddad would show em…a couple crumped ones and loaded twenty-two magnum." Steve let a small smirk form on his lips. "My granddad loved people. But, he didn't trsut em."

The elevator stopped and opened its doors, allowing the two men two exit. Fury and Cap walked into a massive construction yard filled with workers and equipment, all tending to several large heli-carriers that were suspended in the air. "Making more?" Steve asked as he followed Fury. "Yep. Three new combat styled Destroyer-class heli-carriers. About eighty percent complete." Steve walked towards the edge of the walkway and leaned against the railing as he looked over the new ships. "Why the sudden upscale in production?" "We started to get a little concerned of foreign movements. So we decided to be prepared." "These wont do much good against the Chitauri. Their ships are nearly invincible." "They weren't meant for them…but they might give us a good edge. But we're hoping Stark can find a way to break through that alien metal. When he does we'll set up the weapons on board these babies." Captain America remained silent as he looked over the construction yard. "You really think we can when this?" Fury's eyes remained glued to the ships as a new group of mechanics boarded. "You won against them." He said. Cap looked back at the ships before he gave a response. "They weren't at full strength. They didn't directly interfere with the war, they had the Nazis for that." "But it's a new world. We have new soldiers and new weapons. Believe me son. We will win."

…

**R & D Department, Lower Levels**

The doors behind to the chamber opened to reveal a young man wearing a lab coat holding a holographic clipboard. He entered the room and set down the board before walking towards a computer terminal. He began to types several commands into the computer as his eyes trailed towards the large cylindrical structure at the center of the room. The machine was at least fifteen feet tall and was covered in titanium and carbon steel plating. Several heavy locks were built into the floor, locking the metal structure in place.

The man finished his typing and hit a set of buttons on a holographic control switch. The metal structure behind him began to whir to life as the metal restraints groaned. The locks on the floor retracted to release the plated wall. The metal cylinder was lifted into the by a new set of mechanical arms that descended from the ceiling. The plating was lifted so it was suspended right over its contents. A thick wall of glass separated the occupant from the rest of the Triskelion.

Inside the room were a small set of computers alongside several living items such as a bed mattress and a set of blankets. Underneath the set of blankets was a man with a thin brown beard in a orange prison uniform. The man slowly moved from his position on the floor, having been awoken by the sound of his cell opening. "Hey doc. How you feeling?" The man rubbed his eyes to try and clear himself of any residual sleep. "I'm fine Rick….just tired." Rick Jones looked at the vital signs that were presented on the monitor. "Doc…did you have some more nightmares or something?" Bruce Banner nodded his head before getting up from his seat on the floor. "Was there something you needed from me Rick?" The young man nodded his head before he produced a thumb-drive from his lab-coat's pocket. He plugged the device into terminal USB port. He pulled up several files that contained the information needed for the doctor's analysis.

Bruce put on his reading glasses as he approached the terminals within his cell. "What are these?" "They're the info that the Ultimates pulled from Africa before they had to bail." Bruce skimmed over the info before turning to face his assistant. "Rick we need to run tests on the creature they captured. Get Pym and Van Dyne on it as well. I'll need to have some of the experiments conducted in this room to get all the information required. I need you to get Fury's permission for that." Rick nodded his head in agreement before he asked a question. "Bruce…what about Dr. Ross?" Bruce's mood immediately darkened. "Bring her in on the project as well. Brief her on all the info if Wasp hasn't done so already." Rick frowned at his friend's tone and disregard of the real problem. "Yeah, I'll do that. Hey…Bruce …what exactly do you think will happen if you just stay in a cage?" Bruce sighed as he turned to face his friend. "Listen Rick…I can't leave. This is the only way that I can keep others safe from the Hulk. Safe from me." "Oh enough with that man! It wasn't you! That thing was a psychopath who wanted to cause destruction! That is not the man I knew!" Bruce gave a grim look at his younger friend. "Rick…defend me all you want but you can't change the facts. I killed six-hundred people in my last rampage! Seventy –eight of them were kids!" "But that wasn't the man that saved my dumbass from being blistered with Gamma radiation!"

Bruce fell silent as his face creased in anger. "Rick…I deserve to be in here…I'm a murderer. I appreciate your conviction in my innocence and your support as my friend…but I'm not leaving this cell. Fury's orders." Bruce turned around and sat himself in front of the computer terminals to begin his analysis on the new data. Rick clenched his fist in frustration before storming out of the lab, leaving the lone scientist in his cell.

…

**Triskelion, Weapon's Chamber**

Natasha fired off another volley of bullets that ripped apart the target in a storm of shrapnel. "This is definitely a keeper." She said as she lifted a sleek black gun over her shoulder. She hit a switch on the machine's side to release a large yellow container from inside the gun. "So this was Stark's latest sale to us?" Phil Coulson stepped forward to take the gun, which Natasha reluctantly parted with. Coulson set the weapon down on the workbench where he proceeded to load another large magazine into its loading mechanism.

"What did you call it? The cyclone?" "No. Stark calls it the Typhoon. Eight-hundred round magazine. Fires five-hundred rounds per second. Massive rate of fire, high damage. Stark thinks this should help standard troops against the Chitauri. He's also trying to use his repulsor technology to penetrate the aerial Chitauri's shields." The red-haired assassin nodded her head as she glanced over the weapon. Coulson noticed her gaze before speaking, "Natasha…you'll get the first one when we get the new shipment." The assassin's eyes remained on the weapon before she spoke. "Tell Stark that I have some suggestion on the weapon as well." "I'll tell him you'd like a special one." Widow smiled before she walked away towards the gun rack to pick up another rifle.

Before she could begin to fire her new weapon, the doors to the armory opened to reveal Hawkeye in his black and red suit, sunglasses included. "Natasha I need to talk to y-, oh your busy." Widow lowered her rifle and glanced at Coulson. Taking the hint Phil exited the room, leaving the two former partners alone. Widow began to field strip her weapon as Hawkeye walked towards her. He stopped right beside her as he looked at the Typhoon resting in its weapon case. "New toy huh?" "Yep. Tony developed it." Hawkeye seemed to ignore the news as his gaze was rather unfocused. Natasha lowered her weapon as she gave her friend her undivided attention.

"What's wrong Clint?" Hawkeye looked down the shooting range as if he was lining up a new target. Natasha followed his eyes before speaking again. "Is it about the mission or personal matter?" "Personal." "Is it Laura? Relationship problems?" Hawkeye shook his head before he rested his arms on the gun rest. "It's Francis." At the mention of her godson Widow's interest skyrocketed. "What happened it him?" Although her voice seemed level, inside Natasha was ready to book it at the first notion of a problem. "He's been getting into fights at school." Widow released a sigh of relief. "Jesus! I though it was a real problem! I mean fighting? Yeah that's not good…but you made it sound like he was dying!" Clint looked at her with an angry expression before Natasha motioned for him to continue.

"He's been having more and more problems with other kids. It's like he's becoming anti-social!" Widow remained silent, allowing her friend to continue. "And it's not just getting into the fight that's the problem…it's how he's ending them!" "How so?" "he threw a rock at one of the kids and it hit his jugular right in a nerve cluster." Widow raised an eyebrow. "You mean he paralyzed him!?" Clint sullenly nodded his head. "He's inherited them…my abilities. Everything the 'Program' did to me…he has it now." "Clint…don't start blaming yourself for this." Hawkeye nodded his head before he stood up. "So what's the deal with the kids?" "You mean Felicia and Jessica? They're doing just fine. I though that you talked to them earlier." "I did…for about twenty seconds before they started to argue. Again." Natasha sighed as a rare smile graced her face.

"Those two squabble like sisters." "They might as well be since you helped to train and raise them. The better question though is Spiderman." Widow picked up her pistols from the gun-range table. She slid them into her holsters as she responded to Hawkeye's statement. "You mean why Fury has his eye on him?" "I know why. The kid is a post-human and he's got the skill and willpower to do the job. But why hasn't Fury brought him in to SHIELD or the Ultimates? I know he's still a kid…but that never stopped us before." Widow walked towards the door, Hawkeye following. They exited the armory/gun-range and headed towards the barracks.

"He's not ready. You saw how hesitant he was with the Jackal." Hawkeye continued to walk in pace with his field-partner as he responded. "You mean he's still green about killing? That would explain why he isn't wanted for murder yet. Guess Fury's waiting for the kid to snap." "If you ask me…I think Fury is giving the kid some leeway." "Really? Weird." The two assassins continued their conversation as they approached their destination.

…**..**

**Triskelion, Landing Zone**

Ironman flew in low towards the tarmac before slamming into the ground fist first. Quicksilver watched this from the edge of the runway with his sister. They saw the armored Avenger move from his position and walk towards them. Attached to the armor appeared to be a small carrier of some kind. Ironman walked forward towards the twins stopping just in front of them. "What?" He asked as they stared at him.

"Why's did you have to slam your fit into the ground like that? You just made a pothole in a runway. That's not good." It was a landing maneuver. Bill me." The armored here stomped past the two mutants as he entered the Triskelion. The two twins reluctantly followed their teammate inside.

"So what exactly did you do while you were away?" Wanda asked as she walked beside her brother. "Working." Pietro didn't take kindly to that brief response. "On what?" he nearly growled. Ironman either didn't hear him or just ignored him. Being Tony Stark, the latter was probably the most accurate.

The group entered the Triskelions main hall and saw it filled with a large group of individuals wearing plain dress clothes to business suits. "What's going on?" Wanda asked as she backed away from the crowd, her fear of people beginning to take hold. "That is a good question." Ironman said as he looked over the room. Many of the residents seemed to be SHIELD personnel as they all had badges that allowed them access to the building. "Yeah but we don't have an answer for said question." Pietro announced as he looked over the assembled group of people.

"Those people would be SHIELD's Psi-division." The trio turned to look at a woman with short black hair in a standard SHIELD uniform. "Sargent Hill correct?'' Ironman said, remembering the time she had brought in a squad of guards to try and subdue him after he had hacked SHIELD's mainframe. "Yes." She replied bluntly. She led the trio towards a briefing room where they were told to wait. Pietro paced around the room, obviously anxious to do something of value instead of sitting. Wanda sat quietly in her chair while Ironman stood by the door. "Why would they need the Psi-division for?" Quicksilver asked out loud. 

"You nervous?" Ironman asked, though by the movements Quicksilver was making the answer was obviously yes. "We don't like telepaths." Wanda said as she placed her head and her arms on the table as if trying to sleep. "Can't say I'm overly fond of them either. But we may need them for hunting down the Chitauri." The room grew quiet before the doors opened. In walked Captain America followed by Thor. The two Ultimates sat down at the table, Thor setting his hammer down in front of him. "Where art Fury and the others?" Thor questioned. ''Fury is currently speaking to the council in regards to the alien threat." The group turned around to see agent Phil Coulson standing in the door way with an electronic clipboard.

The agent walked forward while he looked over the clipboard. ''It seems like everyone is accounted for. We can begin the investigation." "What Investigation?" Cap asked. Coulson looked at the wartime hero and spoke. "You said that the Chitauri could change shape at will. The SHIELD convoy and dig-sight were ambushed and the surviving scientists were revealed to be Chitauri. That poses the question of whether or not they could have infiltrated SHIELD already." The heroes tensed at the grim news. "For now you are all on leave while we investigate our own personnel.'' The group began to disperse Thor following Captain America, Quicksilver and Scarlet Witch waked off, while Ironman stayed where he was.

Coulson looked at the armored avenger. "Is there something I can help you with Mr. Stark?" Ironman narrowed his eyes in response, making Coulson smile. "Only a handful of people know who you are. Most of them are on the Ultimates." "That doesn't make me feel better." He said. ''At least your secrets safe for the most part." Ironman turned around before stomping away down the hallway, leaving Coulson alone with the psychics.

…

**Triskelion Labs, Upper Levels**

Hank Pym stood over the corpse of a now dissected Chitauri. He was currently sanitizing his surgical tools as the automatic scanners examined the body on a microscopic size. Hank put down the laser scalpel (necessary since a normal scalpel broke when he tried to use it on the body) and looked over some of the data he had just collected.

The doors to the lab opened to reveal a Wasp wearing a pair of scrubs. ''Hank remind me next time to just where a hazmat suit…that shit was gross!" Hank sighed as he peeled off his filthy surgical gloves. "Jan it was a dissection it's suppose to be messy." "I know that Hank! But still!" Hank ignored his wife's rant before he closed the data terminal and loaded it onto a flash drive. "Jan is there a reason you came back in here?" Janet grabbed a laptop from one of the clean tables before she spoke to her husband.

"Lower levels want us down there to examine the new data on the Chitauri." Hank sighed before he began to remove his scrubs. "I'll be down in a few minutes."

…**.**

**Lower Lab Level, Triskelion**

Hank and Jan descended down the Trsikelion through on of the service elevators that littered the building. "What did you think about the dissection? Anything useful?" Hank nodded his head before speaking. "They're body structure and increased mass indicate that they're at least ten times stronger than an athlete in peek physical condition. But, despite their increased strength their durability is less so. High-caliber ammunition would do the trick." "And my attacks?" Hank nodded his head affirming her assumption. "And excessive strength and pressure?" Hank again nodded his head. The elevator finally landed on the lower level's ground floor. The doors opened to reveal dozens of bustling scientists all of which were busy at work examining new data.

The lab had a very cobbled together feel to it (mostly because it had been). In the center of the station sat Bruce banner (now dressed in laboratory attire) inside his personal cell. He was seated at a computer terminal while issuing orders to several scientists. The two Ultimates walked into the lab moving slightly to allow several scientists to walk to the elevator. The Ultimates reached the cell holding the troubled scientist.

"What's your analysis of the data we sent Bruce?" Hank asked. Bruce continued to type until he pushed back on his chair, moving it back to another terminal, before typing again. "The data was basic to say the least, but the hypothesis on the type of energy they use was correct. It's definentley a variation of ionic energy.

"Good to see that I was right on this…" Bruce stopped his typing before he speaking with a hint of hesitation. "I know I should've asked earlier but…have you both recovered from the injuries?" Hank raised an eyebrow before understanding what he meant. "Knees a little stiff but I can still walk." Wasp gave Bruce a sympathetic look before she answered. "Other than being swallowed I'm good…just try to brush your teeth better, please?" Janet's attempt at humor went unnoticed by Bruce who simply turned back to his work.

Wasp looked at her husband who gave her a sympathetic glance. They walked over to another terminal station where Rick Jones was busy at work with one of the artifact recovered from the dig-sight.

"Having fun Jones?" Hank asked. The younger scientist had been so engrossed in his work that he jumped out of his seat from the sudden disruption. In doing so, he dropped the artifact to the ground. The weapon clattered to the floor before firing off a blast of blue energy that decimated a wall. All of the scientist turned to look at the commotion. Rick quickly collected the artifact before apologizing to the remaining scientists. "Sorry! Sorry! Got spooked." Janet decided to speak up by ordering the others back to work. An order they quickly followed.

"Gotta keep your cool kid." Hank said while smiling. Rick scowled at him before placing the artifact back on the table. "Yeah…well I was trying to figure out if we could duplicate these weapons for our guys to use against these things." "Any luck?" Janet asked. Rick shook his head in return. Hank looked around the room and noticed two individuals who were noticeably absent.

"Where are Ross and Walters?" Rick jerked his head to see Bruce still typing on his cell's terminal before turning back to answer Hank. "Shout that any louder why don't ya? Jens upstairs trying to convince Betty to come down here." Janet looked at Rick before she spoke. "She still feel guilty about the whole Hulk fiasco?" Rick nodded his head before turning back to his work. "I'll go get her in a few minutes." "Don't bother I'll do it. I can relate to her problem." Janet said as she walked out of the room, Hank avoiding her gaze. Rick watched her leave as Ironman stepped out of the elevator. The armored avenger glanced at Wasp as she entered the lift.

Rick turned his attention back to Hank who was currently examining the date he had collected. "Still having relationship issues?" "Shut up." Ironman walked towards the duo attracting attention as he did so. "Back to work." Hank said. Ironman walked towards Hank before casting a glance at Banner. "How's he doing?'' Rick glanced at Bruce's cell before giving an answer. "He's coping." Hank said before he put down a data stick on the table in front of Stark. Tony looked at the object before picking it up.

"You want me to examine this?" "Yeah. Be thorough about it. These things have a penchant for shape shifting and we need to find out how to ferret them out." Ironman looked at the object before nodding his head. "Oh by the way, where'd Wasp run off to?" Rick decided to answer Tony's question to spare Hank the trouble. "She went to get Dr. Walters and Ross." Ironman seemed to get the hint before he continued to speak. "Oh…needed her help with Wanda. The girl needs help on being more sociable." Hank gave him a skeptical look before turning back to his work. "God knows the girl needs it." Hank muttered. Before the Rick could make a comment alarms began to blare throughout the lab.

"The hell is that!?" Rick exclaimed as flashing red lights lit the area. "That's the alarm!" Hank yelled as he removed his lab coat. Ironman followed him into the elevator before he slammed the emergency quarantine button at the room's entrance. The doors to the room began to seal shut as several blast doors slid down.

"What's going on!?" Bruce yelled through his prison cell. Ironman glanced back at the imprisoned scientist. "I think ET wants its friend back." The last blast door slammed shut sealing the remaining people inside.

…**..**

**Triskelion, Upper Levels**

Nick Fury moved through the hallways of the Triskelion to enter the main hub. He pushed through the groups of people making their way to the evacuation points. Fury entered the control hub and saw dozens of analysts scrambling to find the source of the attack.

"Where is the assault located!?" Fury barked out. Several analysts scrambled to assess the situation of their base but none could come up with a suitable answer. "Sir Ironman and Giant-man are en route to main hub! They've locked down the lower research labs!" Fury was only slightly relieved to here that good news. "Where's Coulson?" "Sir! He's still with the Psi-division! And they aren't responding to calls! Even the security feed and alarms aren't working there either!" "Fuck it! Get Cap and any agents on standby in there now!"

…

**Triskelion, Base Level**

Phil Coulson sat against the wall of an office, slouching on the ground. He could feels his heartbeat pounding like a drum inside his chest. He checked he moved his suit jacket to check his wound. A nasty gash was present across his lower torso, stretching from his bottom rib to his hip.

'Damn…" Coulson thought as he struggled to calm his breathing. He again checked his wound before he placed a torn shirt over the opening. Coulson slowly shifted towards the edge of the wall to peer around its corner. He peeked his head past the wall to observe the wreckage that used to be a lobby.

The area was littered with dead bodies and trashed desks and office appliances. Bodies of SHIELD's agents were scattered across the room caked in blood and burnt tissue. Office cubicles were smoking while computer terminals sparked and sizzled from the damage they had sustained. Coulson's eyes darted across the area in search of the perpotrators of the mass murder that lay before his eyes. A movement at the far side of the room caught the agent's attention.

A seven-foot tall blue creature (reptilian in its look) stepped out from behind an office desk. Its crab like claws snapped open and shut repeatedly. The creature slimy hide moved forward with the aid of two thin hind-legs. The creature stomped forward until its body began to shift. Its body mass began to shrink before compressing into a human like shape. The alien now looked like a typical woman dressed in torn and dirtied work clothes. The alien stood up before several more stepped into the room. Coulson narrowed his eyes as he saw them repeat the actions of its kin.

He still had a hard time believing that everything had gone to Hell so fast. Coulson and several SHIELD agents had been assigned to accompany the Psi-Division in their mission to ferret out any Chitauri. Unfortunately things quickly spiraled out of control when an agent shot one of the psychic's in the head. As several agents tried to restrain their colleague as well as maintain order in the room, several psychics mutated into Chitauri.

The aliens quickly overwhelmed the small group of agents and soldiers in the room before any could request backup. Soon enough most of the humans were dead, leaving Coulson the lone survivor of the surprise attack. The disguised aliens then began to walk towards an exit. Coulson checked his sidearm and slowly pushed himself to his feet.

'Well Coulson, you always wanted to be the hero…'

…

**Triskelion, Bay Area**

Soldiers were rushing back in forth between their stations in an attempt to organize themselves for a counter attack. The key issue was they had no idea what was going on. Communications were being jammed and no one knew who or what was attacking them. Worse still many of the higher ups were either preoccupied overseas or were out of reach due to the jammed communications. This left few commanding officers on standby to retaliate against the enemy.

Many of the SHIELD soldiers were gearing up to participate in an investigative raid. They were armed with assault rifles, grenade launchers,and other assorted explosives. The group of soldiers readied their weapons as they moved to the breaching locations. The men set up an explosive charge on the wall before and prepared to detonate.

"We move in on three!" The lead soldier exclaimed before he counted down with his fingers. Before his fingers could hit one a screeching noise was heard from behind them. The group of soldiers whirled around to see blue scaly creature perched on top of a wall. The soldiers opened fire but missed the creature by a mere inch. The blue monster leapt around the area slashing and ripping any soldier unlucky enough to be caught by it. The leading commander attempted to fire off a grenade but was intercepted when the creature stabbed its arm through the man's torso. The soldier was in too much shock to let out a scream before the creature ripped its arm free of his stomach.

The Chitauri watched at the man fell to the ground in a growing pile of blood. The alien's body then began to shift until it had assumed the form of the deceased soldier. ''Natri devak uq kal...ir snah." The alien impostor spoke as two soldiers rounded the corner. They took a quick glance at the scattered corpses before speaking. "Huty li vak tyio." The disguised Chitauri then proceeded to make their way towards the massing groups of soldier who were preparing for a massive raid attempt. The three impostors took up 'their' positions alongside the other SHIELD soldiers as they prepared for the attack.

…

**Triskelion, Base Level**

Captain America burst through the doors that had once led to the lobby. Instead of finding a pristine room filled with computers and bust office workers, he found a graveyard of burnt and bloodied corpses. The scene in front of him reminded him too much of the war. Cap momentarily averted his eyes from the scene before stepping into the wreckage to look for survivors.

He stepped over a burning desk before he heard a distinct coughing noise. He whirled around to see a hand clenching the ground. Cap rushed forward lifting the fallen piece of debris off the trapped survivor.

The young woman crawled out from the leftover the debris. "Thank you…!" "Easy ma'am! Just try to breathe slowly. Paramedics will be here soon." Cap lifted the woman to her feet before directing her to the exit. "Wait! There are still people trapped! I can help you find them!" Cap looked at the woman before responding.

"I appreciate the sentiment ma'am but right now you need to leave. I'll find the others." Cap tried to move only for the woman to stop him again. "Please I can help y-" Before she could finish her sentence a bullet slammed into her skull. Cap watched in shock as blue blood burst forth from her skull. The woman fell to the ground before laying still.

Captain America whirled around to see Phil Coulson leaning against the side of a wall in an attempt to level himself. In his right hand he held a smoking gun. Captain America readied his shield before speaking. "Quick question. How do I know you're not Chitauri as well?" Coulson lowered his gun before peeling back his jacket to reveal the bloody gash that stretched across his side. The captain quickly lowered the wounded agent to the ground before taking out a med-kit.

"Easy son…tell me what happened." Coulson removed the tattered remains of his shirt that covered his wound.

"How you would expect an ambush to occur…We started the investigation until one of our guys started shooting. The situation went to Hell pretty quickly…I don't even know how many of those things got out of the building." Cap listened carefully in regards to the info. "Well they bleed blue, so check with everyone you meet. Coms are jammed so we'll have to go old fashion on this one. We got a PA system still?" Coulson nodded his head before moving to get up. The star-spangled avenger assisted his subordinate by supporting him as he stood.

"We got about a half mile walk to the broadcast room." "We'll make it son, have a little faith."

…

**Triskelion, Upper Levels**

Several workers fell to the ground as arrows and bullets slammed into their skulls. Hawkeye vaulted over a worker before driving an arrow through his skull. The man gagged for a moment as blue blood spewed from his skull. Disgusted, the archer through the corpse to the ground.

Black Widow let loose a volley of bullets as she calmly walked through the office building. Two worker-bees tried to assault her with a broken piece of glass and a chair, but both were met with bullets riddling their bodies. "Clint! We got more Chitauri's running towards the elevators!" "On it!" Hawkeye rushed forward, leaping over desk before sliding under one, all the while lining up a shot with his bow.

"Enjoy the fall freaks!" The blonde haired archer released the drawstring and allowed the arrow to soar through the air. The projectile slammed into the elevator's back wall just as the doors closed. ''Boom!" As soon as he had muttered the word, a powerful explosion erupted inside the elevator before bursting forth from its metallic prison. Smoke and flames coated the air as the remains of the elevator collapsed down the shaft.

"How many office floors does this make three? Four?" Widow walked past her comrade to observe the destruction they had caused. "Fifth by my count. We need to find a way to alert all the ground forces that Chitauri have infiltrated the ranks." Hawkeye walked towards one of the windows and peered outside only to see torrents of small gunfire dotting the ground below in small flashing lights. "Yeah…that might be a problem.'' Widow saw what he meant and opened her mouth to say one thing.

"Oh Shit."

…**..**

**Triskelion, Outside**

All the soldiers who had previously been firing at the newly arriving Chitauri paused as they looked up at the massive object hovering over their base. Three massive space ships with an octopus head-like design. The ships glowed with a dim green light that illuminated their black hulls. The Chitauri forces on the ground screeched in joy and excitement at the arrival of their small fleet.

The remaining SHIELD soldiers stared at the fleet in both terror and awe. Mainly the former. The ships maw was equipped with two prong-like objects that looked like pincors. A bluish-green sphere of energy began to collect at its tip before it shot forward towards a warehouse centered near the bay side of the Triskelion. The warehouse exploded in a blat of fire, debris raining down on the frightened soldiers who began to run for their lives.

The Chitauri mother ships hovered over the water for a brief moment before they began to float forward. Their target, the Triskelion.

**Hope you liked it! I finally got my hands on the first two volumes of the Ultimates! Thank you comic book store (One of the first times I've actually went out looking for a comic!) I'll be mixing elements from both the comics and the Ultimate Avengers animated movie, so expect some changes and original ideas. And expect both of our favorite twin mutants and size-changing scientist to enter the fight (I didn't like how Wasp and Giant-man kinda sat out the invasion in the comics. In the movie they kicked ass!)!**


	5. Chapter 5

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 4**

**Retaliation**

**Triskelion**

The Chitauri ships fired off another blast of energy that slammed into a hangar, blowing it sky high. The wreckage of the hangar rained down on the base in the form of burning shrapnel. Soldiers ran for cover as the burning debris crashed onto the ground. Two soldiers were attempting to aid a fallen comrade when a large piece of metal descend towards them.

There was no time to run, as the trio of soldiers braced for the impact. Instead of feeling themselves being crushed under a plate of burning metal, the soldiers felt a blast of wind and a sudden feeling of whiplash as they landed about forty yards from the falling debris. The soldiers looked up in shock as a silverfish blur dashed across the base, recuing soldiers while knocking down several Chitauri.

Quicksilver skidded to a halt before he deposited the newly rescued SHIELD operatives onto the ground. "Wanda! Where is that support!?" Pietro's com returned nothing but static. "Shit!" he exclaimed before zipping off down the base in an attempt to halt the alien's advance.

He slammed into a horde of the creature who had begun to fire on any soldiers they saw. Quicksilver slammed into one Chitauri, sending it barreling through some of its kin, before slamming his fist into another alien's face. The young mutant could feel the creature's jaw snap from the impact. The surrounding aliens began to open fire on the speedster who dashed out of the paths of the blast just as a piece of flying debris smashed on top of the group.

Quicksilver stopped his running and skidded to a halt when he saw his sister standing on top of a stack of crates. Pieces of debris floated around her as she raised her hands. The Scarlet Witch opened her eyes, now a bright red, and unleashed a thick wave of red energy across the area.

The Chitauri grunts paid no heed to the energy as it passed harmlessly over them. The alien mother ships continued their assault on the Triskelion's main hub by launching another blast of energy at a nearby tower. The attack struck home, blowing the base of the tower clean in two. With the loss of its structural support, the tower collapsed down on itself before tilting forward, right on top of the Chitauri's main ground force.

The reptilian aliens were too late to realize what was happening as the building collapsed on top of them, burying them under a pile of rubble. Pietro smiled as he realized the luck they were receiving was caused by his sister's power. The Chitauri apparently figured the same as they turned their sights onto the female mutant. The alien's opened fire at the girl only to see their shots miss and hit random objects.

Pietro blasted forward, breaking through the ranks of the Chitauri with the pure force caused by his speed. The alien ranks were scattered by the assault and only worsened when debris began to rain down on them. Pietro ran up to his sister who was still standing on top of the crates.

"Good job sis!" Wanda showed a small smile before it turned to a frown. This did not go unnoticed by Quicksilver who was quick to voice his concern. "Wanda?" "Pietro I need to concentrate…have to calculate all the possibilities." Quicksilver nodded his head in understanding. Truth be told, he sometimes forgot how her powerful abilities came with the draw back of actually calculating all the probabilities that could occur. She then had to choose the desired one to actually place it in reality.

Pietro noticed a large group of soldiers approaching them from behind. The lead soldier rushed towards their position before speaking. "Sir!" it took Pietro a minute to figure out that the soldier was speaking to him as his superior officer. 'Still not use to people calling me that.' He thought before responding.

"What is it…soldier?" "Sir we need to breach the main hub to ensure the safety of the others!" Quicksilver looked towards the Triskelion, which was partially on fire. "Fine. But someone needs to cover my sister." The commanding officer looked towards two of his men. "Smith! Etavez! Provide suppressing fire on any of those freaks that try to hit the Scarlet Witch!"

The two soldiers saluted their squad leader. "Yes sir!" they then moved to both sides of the crate while readying their assault rifles.

Seeing that his sister had at least some extra help, Quicksilver looked towards the commanding officer. "What's your name?" He asked quizzically. "Palomo sir! We have charges set to detonate but because of the jamming we have to get closer to them to perform any breaches." Pietro walked forward and looked towards the raging battle between the SHIELD soldiers and the alien invaders. "Give me the detonator." "Sir?" Quicksilver stepped towards the soldier with his right hand extended. "I can move fast enough through the fire fight to get close enough to the charges. Identify their locations and I'm set to go."

The soldier hesitated before removing the C4 detonator from his pocket and handing it to Pietro. "You have to be within twenty meters to detonate. The safe zone is about fifteen." Pietro took the handheld device before turning back to face the alien firefight raging behind him. "I'll keep that in mind. Keep Wanda covered and I'll clear a path." Pietro positioned himself like an Olympic athlete as he lined himself up with the outer walls of the Triskelion where the charges were located.

"Yo…soldier boy." "Yes sir?" Quicksilver turned his head to look at Palomo. "Got a watch?" "Yes sir! But why would you ne-" "Do me a favor, Time me!" Quicksilver shot forward like a bullet barreling past any soldier or Chiaturi that stood in his path. He ran alongside the Triskelion's outer wall before slamming the button on the detonator repeatedly. Soon enough explosions occurred behind Pietro as he ran a full circle around the SHIELD base. He slammed through a horde of Chitauri soldiers, bashing and crushing their bodies with the sheer force that his speed had built for him.

Using his momentum, Quicksilver launched himself into the air before he began to rotate at super-speed. The air around him began to cycle around him creating a cyclone that ripped across the tarmac, sweeping up debris and Chitauri alike. The SHIELD personnel watched in awe as they witnessed Quicksilver ripping through the Chitauri's forces. The aliens began to fall back until a large pod was launched from one of the mother ships.

Quicksilver's tornado finally exhausted itself as the silver haired mutant slowed to a halt. Pietro saw the smoking crater that the pod had made on its landing. Quicksilver kept his attention on the crater until a motion near his sister caught his attention. The soldier known as Smith was aiming his gun at Wanda who's concentration was focused on the Chitauri. "Wanda!" Pietro's call caught the attention of both his sister and the soldiers near her. Estavez also saw the action and was the first to respond. "Smith what are you doing!?" Wanda whirled around in time to see the soldier aiming his weapon at her.

Before the others could react, a bright flash of blue light erupted from the sky and slammed into the body of the turncoat soldier. The blast of energy seared a giant hole through his stomach. Bright blue light flashed cross the tarmac as beams of energy incinerated the Chitauri.

Ironman soared through the sky blasting more and more Chitauri with his signature weapon. He landed near the Scarlet Witch while opening fire on the Chitauri assaulting the Triskelion. "Everyone okay!?" Wanda nodded her head while Quicksilver zipped past the armored hero to view the Smith's corpse. Instead of a human body, Pietro saw a burnt husk resembling a Chitauri.

"They've infiltrated the ranks this far!?" "Yeah! That's how this attack got set off to begin with!" Ironman fired off another volley of repulsor fire before turning his attention onto the mother ships that continued to rain fire down upon the Triskelion.

"We need to shut those things down!" Quicksilver yelled over the explosions. "No kidding! Hank!" A loud rumbling noise occurred as chunks of debris rained down on more of the Chitauri. A large dark red figure emerged from the resulting dust cloud.

"I hear you Stark!" Giant Man stomped forward as he made his way to a destroyed bridge. He lifted the stone structure like a baseball bat, positioning it in front of him. "Serve 'em up!" Ironman blasted off from the ground and soared over the tarmac until he saw a wrecked tank. 'That should do it.' Tony thought as he flew in closer to the destroyed vehicle. He gripped the machine's edge and hoisted it over his shoulders before blasting off into the air, aiming straight for his gigantic teammate.

"Let's see what we can do with this!" ironman released the tank, allowing it to plummet in front of Giant Man who swung his make shift bat, striking the vehicle like a baseball.

The projectile sailed through the air and smashed into the side of one of the ships causing and explosion. The flames and smoke billowed off the side of the ship as it turned its attention on its aggressors. "Shit." Both Ultimates said as the alien shuttle began to charge one of its attacks.

Before it could launch its attack the flying monstrosity was struck y a massive bolt of lightning. The assembled Post-humans looked up in awe as they saw Thor floating in the sky, hammer glowing with electrical energy.

"Foul beasts! Fall before the might of Mjolnir!" Thor flung his hammer directly through the heart of the alien ship, plowing through it vibranium shell. Thor extended his hand before his supposed mythical hammer broke through the other side of the ship, returning to its master. Catching his signature weapon, Thor raised his hammer into the air as thunderclouds began to encircle the skies above the Triskelion. "Fall you filthy usurpers!" Lightning fell from the sky in multiple veins, smashing into the hull of the ship. The alien vessel began to burn an break under the power of the onslaught unleashed by the mortal god.

The remaining ships watched as they saw their brother fall from the sky and slam into the waters surrounding the Triskelion. The assembled Ultimates stared at their teammate in awe as he landed near them. "Forgive me for the delay. I was ambushed by several of those creatures posing as workers." "Yeah…you think you can keep the skies clear for us?" Thor nodded his head as he lifted his hammer. "I will do what I can!"

Ironman and the others nodded their heads before explosions peppered the shells of the alien ships. The assembled heroes turned to see several mounted turrets opening fire on the Chitauri ships. The alien vessel redirected their attention to the automated weapons before unleashing their own attacks, devastating the mechanical defenses.

"We need to regroup with the others!" ironman said as he began to hover in the air. Thor followed his example and readied his weapon. "Verily! We will give you cover! Make haste into the walls of our fortress!" The two airborne Ultimates launched into the skies while the grounded members returned their attention to the alien ground forces.

…**..**

**Triskelion, Terminal Room**

Captain America hurled his shield, slicing through the bodies of several Chitauri grunts in an attempt to reach his ne destintination. "Clear!" He called out. Agent Coulson limped out from behind a corner, his sidearm still ready for any surprises. "Almost their soldier." Cap said as he helped to brace the 'younger' agent.

"Terminal room is right through here." Coulson said as he motioned towards a sealed door. Captain America used his shield to slice the lock off of the door. He then slammed his shield into the door's joint to wrench it off its foundation. The two men entered the room to se a rather repulsive sight. Several technicians lay mutilated on the floor. Their bodies were charred, mangled, and wrenched open like they had been thrown on a chainsaw.

"God…" Coulson said as he covered his mouth with his arm. "Don't lose your lunch on me now soldier. We got work to do." Coulson directed them to a console that had a strange blue and silver sphere with slimy tentacles merged with the mainframe computer. "What is that?" Coulson asked as the Captain lowered him to the ground. "From memory…those things were some type of reconincanse weapons that their spies would use. Look like it's been fused with the computer…" "Do you think you can disable it?"

Captain America looked at the device before grabbing it with his right hand. He then proceeded to rip the sphere right out of the terminal taking its slimy tentacles with it. "Just did. Now give me a hand son." Cap helped Coulson to his feet and positioned him in front of the terminal. The agent then proceeded to enter several command codes at a rapid pace. "I still don't get how so many people know how to do this technology stuff. It looks complicated." "That's why they have people like me here." Coulson said with a small smile. "Done. PA system is online. Sending out new voice commands for all effective SHIELD personnel." "Good. We need to get down to the others." Coulson nodded his head as the captain lifted him from his seat.

…

**Lower Lab Levels**

Bruce banner and the other trapped scientist were currently in their own states of panic. Many of the scientists were running around and packing up their equipment and files along with every piece of tech they brought. Rick at the moment was attempting to unlock the cells that housed his long-time mentor and friend. Banner himself was remaining rather calm on the surface, but deep down he was having an internal panic attack. Not only was the lives of dozens endanger, but also his best friend and his on-and-off-again girlfriend.

"Rick! Stop messing around with the security and get out of here!" Rick ignored his mentor's protests as he continued to type. "Yeah…not gonna happen Doc." "Please I need you to find Betty and get her out of here! Please!" Rick stopped his typing to enter in a final code. The locks on the outer edge of the cell released. "Yes! One lock down, two more to go!" "Rick!" "Doc I need you to shut up! I'm getting your outa here!"

The blast doors surrounding the lab began to shake and bend as loud noises emanated from the other side. Soon enough the doors to the chamber blew, releasing a massive cloud of dust and smoke into the lab. The scientists looked ta the breach in absolute fear as they saw several large reptilian creatures step into the room. Each creature had crab-like claws that snapped open and shut. The creature began to open fire indiscrimanentley. The blast vaporized any being that they hit. In mere moments most of the fleeing scientist were dead.

Rick Jones saw this atrocity and still refused to leave his position. He rapidly began to insert the codes for the remaining lock but his efforts were continuously rejected by the prison's firewall security. "Dammit open!" By now the Chitauri had notice the young scientist and his imprisoned friend. The Chitauri opened fire on the two. Rick dove to the side as the console he had stood next to exploded. The force of the explosion sent Rick flying into a wall. The young scientist hit the ground hard and remained motionless.

"Rick! Riiiccckk!" Banner screamed as he pounded on the glass. The aliens began to fire on the glass but the prison held against the onslaught with no signs of any visible damage. The creatures growled in anger as their prey was fully protected from them. One of the Chitauri saw the still-breathing body of Rick Jones and moved to finish the job. "No! Stay away from him you freaks! Rick wake up! Rick!" The Chitauri moved closer as its right claw opened.

Bruce could feel his anger rising, his adrenaline surging, he could feel his body ripping itself apart. He wanted to stop it, he wanted to keep it in. But now he needed to save his friend. His eyes lost their brown color as they were overcome with a bright green.

The doors to the lab blew open yet again as bullets ripped through the bodies of the Chitauri, followed closely by powerful yellow blasts. A small glowing figure zipped threw the room and around the Chitauri, dousing them in powerful stings. The aliens screamed in pain as several fell to the ground while others vainly attempted to shoot the small target.

Wasp zipped threw the group before flying inside the mouth of one creature. The alien walked back in shock for a moment before a bright light blasted a hole in its abdomen. A small group of SHIELD soldier burst into the room firing off bullets at any alien they saw. After the last Chitauri had been dispatched, Wasp resumed her normal size.

"Hey Bruce you miss me!" "Wasp is Rick okay!?" The female mutant turned around and saw two soldiers lifting the unconscious scientist to his feet. One of the soldiers turned to face Wasp to give her an answer. "We won't know until we get him to a medic, Ma'am." Wasp grimly nodded her head before she looked at the piles of ashes scattered over the room.

"My god…are those…?" "Yes…those are the scientists." Banner sullenly said. Wasp put her hand to her mouth before turning her eyes away from the scene. "Janet…where's Betty? And Jen?" Wasp looked at banner and spoke. "Both are upstairs being secured by our team. Betty gave me the codes to get you out of the cell." Wasp walked forward towards one of the remaining terminals to enter the last code needed to unlock the cell. "NO! You can't let me out! I'll kill everyone!" "We don't have a choice Bruce! Fury's orders were to get you and all the scientists out. And you and Jones are all that's left."

With that said Wasp entered the last code and watched as the wall that separated the Hulk from the outside world was removed. Bruce Banner reluctantly stepped out of his prison and entered the lab room. "Where do we go from here?" He asked as Janet shrunk down to her insect size. She flew in front of the Doctors face to answer. "We take the fight to them."

…**..**

**Upper Levels**

Hawkeye and Black Widow dashed through the trashed office spaces of the Triskelion in an attempt to reach their new destination before encountering anymore alien resistance. They were low on both ammo and ideas at this point. The automated turrets had been blow to bits after Thor's initial assault and now they were trying to access the armory to restock without running into anymore aliens.

"How much farther!?" Hawkeye asked as they ran around another corner. "Forty meters and closing!" "Good!" The duo rushed through an apparently empty office room when two Chitauri blew a hole in the wall. The two creatures stepped into the room and laid eyes on the fleeing forms of the two Ultimates. The aliens snarled as they opened fire on the two post-humans. Said humans dodged to the left as they bolted through a destroyed wall and into the area they needed to be in.

"Turn left up ahead Clint!" Hawkeye did as his partner told him and made a left at the next corner leading them towards a sealed door. Widow punched in the command code for the door to allow them access. The second the door opened the two Ultimates rushed in before sealing it shut behind them.

"Load up Clint." "Don't have to tell me." Hawkeye grabbed aquiver of arrows and box full of ammo clips. Widow grabbed two large weapon cases as well as various other ammo boxes. "We need to meet up with our teammates on the ground floor. ASAP." Hawkeye nodded his head as he finished loading his gear. "We need Fury."

The door to the armory burst inward smashing into a crate of weapons. The two super-spies turned their heads to see the two Chitauri that had chased them through the halls. Hawkeye quickly and calmly notched and fired two arrows. Both of which struck the Chitauri in their skulls. The aliens fell to the floor dead as the two super-heroes walked towards the exit.

"We need to get to the central hub. That's where Fury will be. Hopefully we can link up with Cap and the others." Widow said as she continued down the hallway with her new weapon in hand. The typhoon. Clint noticed the rather happy smile on her face as she cradled the weapon.

"Nat, I think you've gotten too attached to that gun." The Black Widow only smiled further at this comment. "Oh you know me Clint…I love big guns."

…

**Outside**

Guns roared and bullets flew as more and more soldiers opened fire on the Chitauri ships and grunts. The aliens responded in kind by firing more and more blast of energy into the waves of soldiers. The battle raging was rather fixed. The Chitauri were devastating the SHIELD troopers who were barely holding their own. The only thing keeping the assault from being a slaughter was the small group of Ultimates that were fighting back.

Quicksilver dashed across the area bashing and beating any Chitauri that he could find. The Scarlet Witch was keeping the aliens from moving forward via her abilities while Ironman and Thor zipped through the skies in an attempt to stop the aerial assault. Giant Man functioned as both air and ground support. Currently Pym was hurling chunks of debris at both the Chitauri ground and air forces.

Ironman avoided another shot of energy before retaliating with his own weapon. His repulsor beams slammed into the ship hull but only left a smoking singe mark. "Dammit all! Thor can't you whip up another blast of lighting or something?!" Thor fired off a blast of electricity that danced across the top of the Chitauri's ship leaving deep cracks and burn marks across its side.

"It will take me more time to conjure more energy!" "Do what you have to!" Tony yelled while dodging another attack, one that nearly scorched his armor. 'Shit!' he mentally screamed as more energy blasts flew through the sky. Ironman dropped his altitude until he was floating underneath the ship.

"Jarvis! Any soft-spots on this thing?" **"Sir, at your current rate you will lose power before you penetrate that armor. It is far denser than one you destroyed over the Atlantic." **"That part I noticed."

Tony looked up at the ships as several opening appeared underneath it. Several burning pods shot forth from the holes. The pods smashed onto the tarmac creating several crates that were filled with a greenish gas. Ironman scanners roamed over the crash-site in an attempt to determine the danger the pods presented. "Those are just like the one that fell earlier!" Ironman turned his head to see Quicksilver dashing across the tarmac. "What!?" The mutant speedster rapidly dashed around the area where the first pod had touched down.

As soon as Ironman raised his weapons to fire the pods exploded, sending bits of charred rubble all over the battlefield. "They were bombs?!" Hank yelled over the explosions. **"Sir I'm detecting several life signatures from those craters." **Tony zoomed in on the crater nearest to Pietro As the smoke cleared, a large blue claw smashed into the ground before an arm dragged itself out of the crater. Soon enough the body of a large alien emerged from the rubble.

The alien's body was blue and scaly like the Chitauri but is stood on all four legs and was far more muscular in appearance. In fact its entire body seemed to be made soley of muscle tissue strapped onto thick bone. The creatures massive jaws opened into a four-pronged mouth with jagged fangs lining each mouth flap.

"Oh shit." Pietro muttered as he stopped running to look at the twelve monstrosities that dotted the tarmac. The alien hounds let loos e a shriek that echoed across the small island. The sound appeared to be some kind of morale booster as the Chitauri forces increased their already aggressive assault. The extraterrestrial beings charged forward leaping onto different pieces of debris in an attempt to overwhelm the standard soldiers.

Not missing a beat, Giant Man slammed his fist into the ground of the tarmac before ripping it through the ground causing a slight tremor. The upturned rubble acted as a trench-like structure that the soldiers gratefully used as cover. Ironman decided to take care of the new arrivals and flew in closer.

"Let's see what you got!" Ironman unleashed a torrent of repulsor fire. The alien brutes evaded by leaping to the side. Ironman continued his assault as he chased after on of the beasts but failed to notice the brute barreling up from behind him. Tony's alarms blared inside his helmet before the monstrous hound slammed into his body. "Gruuh!"

The brute slammed Ironman into the ground before it began to pound its fist against the armored hero. Tony attempted to retaliate by firing off a blast of energy. The brute merely snarled in annoyance before slamming is massive fist into the Ultimate's chest. "Arggh!" Tony bellowed in pain as the behemoth raised its right arm once again.

Before it could strike a massive boot kicked the creature head on, sending it flying across the battlefield. "Stark!' Giant Man bellowed as he dropped to a knee to assess his teammates condition. "Fuck…" Tony muttered as he slowly lifted himself off the ground. "That was like being hit by the Hulk all over again." "Looked like it too." Hank said as he rose from his kneel.

"What now!?" Quicksilver yelled as he zipped over to his fallen teammate. Ironman stood up and looked over towards the firefight being raged over the tarmac. "We need to get over there." Tony said. "Leave it to me." Giant Man said as he stepped forward towards the battle.

The massive Ultimate stomped towards the alien intruders before slamming his boot into the ground. The resulting shockwave caused the tarmac to break and crack under the pressure. Dozens of Chitauri grunts fell to the ground as the mini-earthquake ripped across the ground. The Chitauri brute saw the enlarged human and leapt to intercept. They tackled the giant to the ground smashing the pavement as they fell.

"Graaaah!" Hank yelled out as the brutes crawled along his body. "Pym!" Tony called out as he saw his Giant-sized teammate fall to the ground. Wanda saw the brutes skittering across her teammates body and decided to act. Her eyes glow a light red as maroon colored energy wrapped around her fingers. "Damn equations are complex…but not hard! So back off!"

A bright flash of red lighted burst over Giant Man's body scattering the brute who ere sent flying into buildings and Chitauri alike. Wanda floated over the ground as she created another field of energy to repel a group of Chitauri that had crossed the trench. The aliens unleashed a barrage of firepower at the shield in an attempt to break it with pure force. Wanda grunted ash she attempted to reform the damaged portions of the shield.

Tony flew over Hank's body, scanning his body. **"Scan complete sir. No internal injuries or fractures. He seems to be suffering from simple head trauma." **"Thank you Jarvis. Hank! Wake up man!" The giant ultimate still remained unconscious while Ironman hovered over him. 'Dammit! We just lost one of our big guns.' Tony thought as he flew off towards the firefight.

Ironman flew over the area unleashing blasts of repulsor fire whenever and wherever he could. The beams of energy slammed into the alien creatures burning their bodies as they disintegrated under the intense attack. "We could really use some back up here! Thor? Where are we with that lightning storm?"

Thor deflected another blast of energy before flying higher into the sky. "These pest are rather annoying. It will still take some time for me to prepare another assault of that magnitude." "Great." Ironman grumbled as he flew in closer to the alien horde. He unsheathed his energy blade before flying in to slash the Chitauri apart.

Quicksilver zipped towards the area, specifically towards one of the brutes. "Try and catch me you overgrown mutts!" The mutant zoomed past the Chitaurian brute, delivering a powerful strike to its skull. The blow staggered the creature for a moment before it snarled in rage. Quicksilver repeated this action over the course of next five seconds. The enlarged alien was pushed back several feet by the mutant's superior speed. The beast had finally had enough.

The Chitauri brute opened its maw and released a powerful shriek that struck Pietro head on. "Gaaaaaaah!" Quicksilver slammed to the ground grabbing his ears in an attempt to block out the unbearable noise.

The sonic shriek reverberated around the base, causing all soldier and Post-Humans to grasp their ears in pain. Wanda's shield dropped as her concentration shattered. Thor plummeted to the ground, smashing a tank when he landed. The Chitauri began to move forward, killing the now defenseless soldiers, as they made their way to the Triskelion's main hub.

Ironman launched himself into the sky to escape the flood of Chitauri foot soldiers. His helmet's sonic buffers were the only thing keeping him from going down like his teammates. "Jarvis match that frequency and prepare the sonic cannons." **"Affirmative sir. Please scream rather loudly." **Tony felt two small objects attach to his jugular right above his vocal cords.

Ironman flew in closer to the shrieking brutes, landing just in front of one. Tony took a deep breath before releasing a scream that echoed from his helmet out onto the surrounding tarmac. Sound clashed with sound as Ironman's actions cancelled the sonic attack. Quicksilver was the first to retaliate by zipping past the brutes and grabbing a soldier's grenade belt. Pulling all the pins, Pietro jumped onto one creature's back before wrapping his arms around its thick neck. "Hope you like snacks." Chucking the grenades into the monster's mouth, the silver haired mutant jumped from its back meres seconds before a loud explosion blew open the brutes stomach.

Ironman followed his teammates lead in their retaliation by firing off blasts of repulsor fire which struck the monsters head on. The beast shrieked in pain as they were forced back.

"Maybe we'll get out of this alive kid!" Tony shouted out to his younger teammate. "If were lucky!" responded quicksilver who had picked up a rifle and had started to fire.

…**.**

**Sub Lobby**

Hawkeye and Black widow raced down the corridor looking for any surviving soldiers or SHIELD staff. "Man these fuckers destroyed everything!' Clint said as they ducked through a destroyed office. "We can rebuild Clint. We just got to live through it is all." "I'll just have to take your word on that." The duo rounded a corner to see several Chitauri trying to pass through a makeshift barricade being guarded by soldiers.

Hawkeye fired off several arrows while Widow let loose a volley of bullets. The sudden attack caught the aliens off guard, who had no time to retaliate as they were mowed down by the two Ultimates. The soldiers looked up in shock as they saw their commanding officers kill off the alien invaders in less than a few seconds. "Is everyone alright?" Natasha asked. The soldiers nodded their heads as they moved from their positions behind the barricade, taking two scientists with them.

One scientist was a brunette woman with her haired tied in a ponytail with glasses framing her eyes. The other scientist had black hair and similar glasses but was slightly taller than her companion. Natasha and Hawkeye recognized the brunette instantly. "Betty, are you okay?" Widow asked a she helped the woman to stand. "Yes I'm fine…what happened to the others?" "We were separated when the attack struck. Most of our heavy hitters are outside now." "What about the laboratory areas?" The black haired scientist asked. We don't have any info on the lower levels yet. Natasha responded. "And who are you by the way?" She asked. "I'm Jen Walters. Bruce Banner's cousin." "Good to know." Hawkeye said as he readied his bow.

"We need to get to the hub. Fast." A near blinding flash of light flashed over the room bathing the area in white light. "What was that!?" Betty screamed. "That would be alien ships shooting at our base." Hawkeyes said as he gazed out the window. "Let's move." Widow said. The group moved towards one of the stairwells as they descended towards the ground floor.

"So you have no idea if Bruce or any of the others are okay?" Jen said as they moved down the stairs. "Yeah…we got no clue. But since no giant green monster is tearing apart the Triskelion, I think we can assume he's fine." Both scientists were barely relieved at Hawkeyes words. "Do you think the hub held up sir?" One of the soldiers asked. Hawkeye gripped his bow tighter at the inclination. "If Fury's there, then that place is locked up tighter than info on who shot Kennedy. It's still standing."

Another explosion rocked the building before a blood-curdling roar echoed across the base. Hawkeye and Widow's eyes widened in horror as did Jen and Betty. Hawkeye notched in three arrows onto his bow as he stepped forward down the stairs. "Well…we just went from screwed to fucked!"

…

**Ground Floor**

Wasp flew through the area followed closely by the soldiers and Banner. The latter of which decided to speak up as they walked closer to the firefight. "Why are we heading to the fight? Shouldn't we be trying to reach Fury?" "We need to help the others first before we can get to him!" Wasp flew up to a destroyed balcony where she regained her normal size.

"Hanks down and the others are starting to get overrun! Sargent!" "Ma'am!" The lead soldier said as he ready his weapon. "We're taking the heat off our big guns boys! Lay down cover fire so the Ultimates can get a second wind! Lets move marines! Hoorah!'' "Hoorah!" The soldiers charged forward firing their weapon in an attempt to distract the alien aggressors. Bruce stayed back to tend to his unconscious pupil, Rick. "Janet they'll get slaughtered if you don't help!" "Ya think? I'm making a beeline for Hank. We need to get our big guys back in play." The Wasp shrunk down to her insect size and flew towards her downed husband.

Bruce dragged the unconscious Rick's body behind a pile of debris. "Bruce checked the young man's vitals for any sign of heart problems or breathing obstructions. The distraught scientist let out a sigh of relief as he found no problems. "I'm sorry Rick…If it wasn't for me you wouldn't be in this mess."

Banner's pity party was cut short when a small pile of rocks clattered down near the two men. Bruce looked up in horror as he saw one of the hideous brutes perched a mere ten feet above him. "Oh shi-!"Bruce's words were cut short when the beast leapt from it perch and smashed into the ground. The impact sent the two scientists back a few feet, sprawling them on the ground. Bruce slowly picked himself up as he tried to keep his pulse down. he could feel the adrenaline surging through his veins. And when his adrenaline surged, it meant the other guy wanted to play. 'Can't let him out…got keep it in check…' Banner thought as he looked up at the giant alien. The brute's attention however wasn't focused on Banner, but the younger scientist laying unconscious near a wall. The beast snarled as it stepped closer towards the young genius, mouth opening in its effort to devour its new prey.

Banner's terror increased tenfold as he knew there was no way for him to save Rick. After all, he was puny Bruce Banner. Bruce knew the only way he could save his friend was to let go. Release all his stress and aggression and let it out like a dam releasing a river. Banner ceased his attempts to control his heart rate as he let his fear and anger take control. The bearded scientist felt his bones snapping, his muscles bulging and his mind clouding. Before the scientist was completely gone he opened his eyes. Instead of his natural hazel eyes, two emerald green ones took their place.

Janet flew towards her husband who was, still gigantic, lying unconscious in a pile of rubble. "Hank! Hank you need to wake up! We're losing and we need you! I need you! Please!" As if on cue Giant Man's eyelids began to squint before slowly opening. "Wha…? Janet?" The miniature woman smiled in joy as her husband regained consciousness. "About damn time sleepy head!" Giant Man began to lift himself out of the debris and slowly got to his feet. "What's the situation?" He asked slowly, rubbing his head while using his other arm to support himself. "We're at a big disadvantage still! Thor's down and Ironman and Quicksilver are barely holding their own right now!" Giant Man lifted himself off the ground, grabbing the remains of a truck as he stood, and set his sights on the mass of Chitauri charging the struggling marines.

Hank chucked the vehicle at the alien crowd, allowing the vehicle to smash into the tarmac, barreling through several grunts before finally exploding. "Nice throw!' Wasp cheered as she flew in towards the Chitauri forces. Before the couple could press their attack a monstrous roar echoed across the Triskelion. All the Ultimates had heard it before on their first assignment in Manhattan, the day almost eight hundred civilian lives were lost.

"Oh god no…" Wasp muttered as she turned her head towards the direction of the sound. A small tower collapsed as an object was sent hurtling through its foundation. The makeshift projectile slammed into the ground not far from the two size-changing Ultimates. The corpse of the Chitauri brute was half eaten and mangled.

Hank spoke into his com, hoping to any higher power that the others would hear him. "Giant Man to all points…avoid the tarmac. I repeat avoid the firefight here…the Hulk is loose again."

**Cliffhanger! Hope you liked this chapter! Remember any villains or heroes you want to see just post in the comments. **


	6. Chapter 6

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 5**

**Beat Down**

…**..**

**Triskelion**

Another roar echoed across the compound drawing the attention of all combatants. Giant Man looked towards the crumbling structure from which the roar emanated from. "Jan…get Fury and the others…now!" Hearing her husband's words, Wasp flew off towards the main hub. Ironman looked towards the destroyed building. The structure suddenly collapsed in a cloud or dust and smoke.

"Jarvis get me a scan of that area…If he so much as breathes I want to know about it." "**Understood sir. Should I arrange your last will and testament?" **"Eh…might as well." The Chitauri forces had halted their advance when one of their brutes had been brutally killed.

Before anyone could react, a large object lunched itself out of the debris cloud and crash-landed into the tarmac. As the smoke cleared a massive figure emerged from the crater. Its body was colored a dark almost molted green color; muscles bulged over its enlarged torso, as it stood upright. The massive creatures matted black hair hung over his enraged eyes.

The Hulk smashed his foot into the tarmac creating a small tremor that reverberated across the area. The giant let out another roar before screaming at the top of his lungs. _"Stupid blue men hurt Hulk's friend…now Hulk crush stupid blue men!" _Ironman took a few steps back before looking at the Chitauri. "Man do I feel bad for you guys." He muttered. The Chitauri brutes let out a fierce roar before they charged forward towards the Hulk.

The green goliath rushed forward roaring as he did so. The Hulk leapt into the air before smashing his fists into the ground, the impact forcing the brutes into the air. The Hulk leapt towards the descending aliens and grabbed the closet one before slamming it into the ground. The Hulk proceeded to beat his fist into the alien's body, smashing it until it remained as a mangled heap of broken and bloody tissue. The remaining alien brutes charged forward.

The first brute slammed into the Hulk forcing the creature back several steps. The Hulk let out a fierce roar before he lifted the alien beast up into the air. The creature flailed its limbs wildly before Hulk brought the beast down into the pavement. The green brute pounded his fists into the creatures hide drawing blood after each blow. Seeing the other aliens charging towards him, Hulk lifted the corpse of his fresh kill and swung it like a club. He swatted away the first brute before punching the second one in the jaw, sending it flying back. The Hulk grabbed another brute and brutally slammed it against the ground before hurling it across the battlefield where it soared before crashing into the waters of Manhattan's bay.

"_Puny Martian men can't hurt Hulk! Hulk is strongest there is!" _The Hulk leapt into the air before smashing down in front of a group of Chitauri, which he immediately began to dismember.

The remaining Ultimates looked on in disgust. "That freak is out!?" Pietro called out as he dashed across the broken asphalt, rescuing any wounded soldiers. "Yeah…apparently they hurt one of his pals…" Tony said as he stayed a rather cautious distance away from the slaughter that was occurring in front of them. "What should we do?" Wanda asked as she rejoined her teammates.

"What can we do? We don't have his serum and we can't take him head on. All we can do is wait this fiasco out." Wanda looked at Ironman in silence. "Is that really all we can do?" Tony turned to face her. Well…we could always prey." Pietro looked dumbfounded by Stark's rather flippant attitude towards the situation.

"That's all you got to say?!" Stark ignored the younger mutant as he spoke into his helmet. "Jarvis, is the main cannon for Ironman six operational?" "**Only partially sir. The computers predict you may be able to fire off a 75% charge without overheating. But even so the weapon will be inoperable for an hour." **"Prep it. Narrowest setting. Target the Triskelion."

Quicksilver and Scarlet Witch looked at each other quizzically as their teammate continued to speak to his butler. "What are you talking about?" Ironman turned to look at the siblings before turning back to the Hulk, who was half way through slaughtering most of the Chitauri. "We need to stall him for about eight minutes." "Why?" Quicksilver asked. "Because that's how long it will take to charge my satellite weapon. Eight minutes. When I give the signal clear the area." Ironman's rocket boots burned to life as he floated in the air. He shot forward and blasted several Chitauri that had begun to swarm the Hulk.

Quicksilver dashed into the fray followed shortly by Wanda by sending chunks of debris into the area. The silver haired mutant leapt into the air. He pushed out both legs as they smashed into the face of a Chitauri soldier, crushing it. The Hulk turned to see the small group of Ultimates and roared in defiance. H leapt towards Quicksilver who barely dodged the landing. Pietro rolled to the side and raced off into the Chitauri forces, leading the Hulk into the fight. The Chitauri's attack returned the Hulks' attention onto the horde earning them his wraith.

The green monster tore through the aliens ripping and smashing anything that got in his way. The Hulk was so enthralled by his new laughter that he failed to notice a large blast of energy that slammed into his back. The monster was sent hurtling through the wall of the Triskelion, leaving a large crater in its wake.

The Chitauri ship floated above the battle field peering down at the destruction its had just unleashed onto its victim. The ship hovered over the spot the Hulk had just been shot through until a large piece of debris flew from the whole and into the hull of the ship. The alien craft barely moved as the Hulk shot from the crater and into the air. "Raaaaaah!" The green monstrosity smashed onto the hull of the alien ships. "Hulk smash!" Hulk slammed his fist into the wing of the ship causing a massive dent to rip across the metallic structure. The ship began to tilt to the right as the Hulk continued his rampage.

The grounded members of the Ultimates watched in amazement as they saw the fabled invincible ship plummet from the sky under the raw brutality of the Hulk's onslaught.

Hulk lifted his fists in the air before slamming them against the side of the alien hull. The force of the blow wrenched the vibranium hull apart. Hulk reeled back his fist before slamming it through the side of the ship. He ripped through the metal structure. The Hulk smashed through the metal and entered the alien ship. The Chitauri pilots and aliens tried to retaliate but were met with a flurry of deathblows that sent then flying through the vessel.

Ironman scanned the falling ship and detected a massive level of radiation pouring out of the hull. "Jesus Marry of-" The Hulk blasted out of the ship's side before splashing down in the water of Manhattan bay. "Did that freak just take out the ship that Cap said was invincible?' Pietro questioned as the Chitauri force watched in horror. Giant Man weakly nodded his head as he saw the alien vessels sink below the water's surface. The area of the Triskelion was quiet for exactly five seconds before a massive creature leapt from the water and smashed into the ground.

The Hulk rose from his self-created crater and let loose a mighty roar. The Chitauri forces seemed put-off by the beast's reappearance. Not only had the Hulk devastated their ground forces, but their near invulnerable ships had also been brought low by the brutes gamma-fueled might. "_Hulk kill stupid aliens! Hulk rip out your skulls!" _"Great he even more ballistic than before!" Wanda exclaimed as she stood near her brother. The Ultimates were currently removing any movable soldier from the battlefield. With the Hulk loose only Post-humans were remotely safe.

Giant Man lifted a truck full of soldiers before placing it over a destroyed building. Once the car touched pavement it sped off down the tarmac, leaving the heroes to deal with the encroaching danger.

Said heroes looked back to see most of the Chitauri's dead by the Hulk's hand. The green goliath was currently ripping apart the third Chitauri ship, the only one remaining. Hulk implanted his fist through the front of the flying menace as he continued to tear through its hull. "_Raaah!" _Hulk wrenched open the front of the machine before plunging inside.

The Ultimates watched in a mixture of relief and fear as they saw the final alien craft smash into the water. "Get ready!" ironman shouted as he checked on his satellite's progress. "Jarvis where are we with Ironman Six?" **"Still charging sir. Estimated time is five minutes." **"Hold him for five minutes then I'll nuke him with my satellite.' Ironman said as he hovered over the area. Giant Man stood up readying himself for the impending battle. Quicksilver and Scarlet Witch followed suit.

The water in the bay ruptured as the Hulk blasted out of the water. He crash-landed on the pavement. The ground shook like a tremor as the green goliath landed. The beast let out a viscious roar before moving forward at incredible speed. Before the others could react a flying disk smashed into the brutes face, stunning him. "Graah!" Hulk roared as his face now bore a nasty cut across his face.

"Enough Banner!" Captain America's shield landed in his hand as he stood on a perch that overlooked the battlefield. Hulk snarled at the arrival of the WWII soldier. "_Blue man don't scare Hulk! Hulk broke blue man's arm!" _"I remember just fine Hulk. But this time we know how to stop you and were going to put you down." Behind Cap appeared Hawkeye and Wasp, both ready for a fight.

Hulk unleashed a massive roar before he charged forward leaping into the air. He came down like a falling boulder, but instead of crashing, the Hulk was stopped when an enlarged hand grabbed him in midair. Giant Man squeezed his hand tight as he lifted Hulk into the air. "Hank! Wasp exclaimed. "I know!" Instead of attempting to restrain the gamma-induced scientist, Giant Man slammed his palm into the ground, smashing Hulk. The Giant-sized Ultimate backed away from the crater to allow his teammates to take up their positions.

Ironman flew towards Cap and laded next to the team-leader. "What's the play Cap? Hit him 'til he drops?" "No. Walters and Ross are cooking up a batch of Hulk antidote, but we need to buy them 20 minutes." "Well…I got a backup plan in case that fails." A loud roar echoed from underground before the ground began to tremble. "Brief me quick!" "A satellite weapon in high orbit. It'll be prepped in five minutes."

The ground finally broke as the Hulk leapt into the air. He smashed into the ground uprooting the area when he landed. Quicksilver rushed forward as Hawkeye fired off several explosive arrows. Pietro struck at the Hulk with the speed of Mach 1. The blow unleashed a shockwave that ripped across the area. Quicksilver repeated the blow, staggering the green brute with each blow. The Hulk seemed to have had enough as he slammed his hands together creating a shockwave that blasted the speedster back. Pietro slammed into a wall where he fell to the ground. The Hulk rushed forward, intent on crushing the young mutant. "NOOO!" Wanda screamed as she unleashed a blast of red energy that slammed into Hulk's back. "Graah!" Hulk turned his gaze on Wanda and snarled at her.

"_Hulk remembers you! Red bitch dropped a building on Hulk!"_ The Hulk began to stomp towards the now terrified Scarlet Witch. Before he could touch her a red and grey blur smashed into him, leaving a faint blue trail of light behind.

Ironman used his repulsors to blast the Hulk for the duration of their small flight. The armor-clad hero slammed the green giant into an empty building. Ironman let the Hulk tumble through several walls before descending to ground level. "Enough Banner! We beat you once we can do it again. Calm down so we don't have to put you down." The Hulk responded by hurling a large piece of concrete at the armored avenger who nimbly dodged the attack. Ironman retaliated by unleashing several blasts of repulsor fire from his wrists. The blasts struck home, but barely slowed the monster as it barreled towards him. Ironman rolled to the side before using his rocket boots to propel himself into the Hulks back, blasting them both out of the building. They flew through the air for a few seconds until the Hulk used his elbo to strike Tony in the back.

"Gaaaah!" He screamed as his flight path was altered, sending them both plummeting to the ground. As they fell Hulk grabbed Ironman before beating him with his fists. Each blow felt like a bag of bricks to Tony. The young man finally retaliated by bursting from his grip and flying away, just before the Hulk impacted the ground. Ironman struggled to stay airborne as he crash-landed into the ground (albeit far more gracefully then the Hulk). "Uggh…that hurt…" Tony lifted himself off the ground as his optics locked onto the area where the Hulk fell. "Jarvis…weapon status." **"Two minutes remaining. We're locking onto your signal now." **"I'll be dead in two minutes." Tony grumbled as he readied his weapons.

The Hulk emerged from the crater with a large scowl on his face. _"Tin-man hurt Hulk…Now Hulk hurt Tin-man!" _"Crap." The Hulk charged forward intent on tearing Stark apart. Tony dove to the side to avoid the brute, allowing the Hulk to smash into a pile of debris. Ironman saw the brute rise from the pile of debris and resume his monstrous rampage.

"Jarvis I need full power transfer to both arms on my mark." **"Affirmative." **The Hulk charged the young billionaire who braced himself for the inevitable grapple. The Hulk leapt at Ironman who took the blow full on. "Mark!" Ironman gripped the arms of the deranged monster before lifting him off his feat. The Hulk was not expecting the strength of his smaller adversary who threw him into the ground.

Tony could feel his muscles burning even with the addition of his suit. "**Sir, you are at 25% power. You must withdraw!" **"I would if I could J. But this bastard ain't letting me off so easy." Tony launched forward, plowing into the green giant with a full rocket boost. Tony began to pummel the radiation-fueled monster in the face. "Just! Stay! Down!" The Hulk roared in anger as it grabbed the hero and slammed him against the ground.

A loud metallic hum filled the air before an object smashed into the Hulk's jaw. The blow staggered the massive creature just before the object was pulled back, slamming Hulk in the gut.

Thor took this chance to drive his fist into the giant's side, followed by a blow to the face and back leg. Recalling his hammer Thor wrapped it so the handle was pressed up again the Hulk's jugular. The hammer-wielding deity could hear the Hulk struggling to breathe. Despite this fact, the Hulk didn't lose any of his strength. Instead his rage increased, and therefore his strength. The Hulk used his left hand to grab Thor's hair, pulling him to the ground. He then used his right hand to pummel the self-proclaimed god into the ground.

Thor blocked the blows as best he could, but even a god had his limits. Before the Hulk could proceed any further two beams of energy blasted him in the face. The Hulk screamed in pain as he lost his grip on Thor. Said person didn't waste his opportunity as a bolt of lightning fell from the sky and struck Thor's hammer. With a mighty swing, he sent the Hulk flying through a building, causing the structure to collapse.

Thor turned his attention to his downed ally who's armor was wrenched and sparking. "Tony are you alright?" "Heh…I'll live…Running on 20% power right now. Don't suppose you could spare some juice?" Thor nodded before lighting flashed in the sky. Storm clouds gathered as rain began to pour. "Brace yourself my friend." A bolt of lightning struck Mjolnir before being redirected to Ironman's armor.

The electricity coursed over the metal suit as its lights began to glow brighter. Tony slowly lifted himself to his feet despite his armor's damage. **"Power at 100% capacity sir." **"Thanks for the update Jarvis. And thank you for the reboot Thor." "Fear not my friend. I do not leave my allies to fend for themselves in a time of dire need." A large steel beam flew threw the air only to be swatted away by Thor. "Looks like he's up." Tony said as he armed his weapon system.

The Hulk charged forward completely enraged. Thor Ready his hammer as Ironman's chest began to glow an intense blue light. Hulk threw a super-powered punch that was countered by Mjolnir. While Thor kept Hulk busy, Ironman continued to charge his uni-beam. 'Keep 'em busy Thor. Once this is charged we might have a shot.'

Thor delivered a powerful blow with his hammer that staggered the Hulk for a brief moment. The giant quickly recovered punching Thor in the face. The Odinson was sent flying into the air where he quickly recovered. "Rock giants crumble under the blow of the mighty Mjolnir! Let's see if you are their equal!"

Thor flew in hammer first as he plowed into the Hulk pushing him back. Thor kept up the assault by hurling his hammer, fully charged with electricity, right into the Hulk's chest. The brute was sent sprawling on the ground. ''_Hulk beat Thor to a bloody pulp then slurp it up!" _Hulk roared as Thor prepared himself for the inevitable. Before he could strike ironman called out to him. "Thor! Move!" The Thunder god did as he was told.

Ironman's center core glowed with an intense blue light as his feet locked themselves into the tarmac. The back thrusters roared to life before a concentrated beam of energy erupted from Ironman's torso. The Uni-beam slammed into the Hulk bathing him in the blue light. The beam stayed active for 10 seconds before cutting off.

The ground the beam had hit was completely coated in nasty burn scars while the Hulk was nowhere to be seen. Instead, the trail of carnage led to a crater that seemed to have bee created by Ironman's weapon. Ironman dropped to his knees as his power levels dropped. "Tony are you alright?" "Fine Thor…power level just dropped from 90 to 60% power." "You might need to catch a second wind. I sense our battle is not yet over."

The two Ultimates looked at the hole in preparation for the upcoming beat-down. As if on cue the Hulk leapt from the hole smashing into the pavement. _"Hulk beat metal-man to a blody scra-heap!'' _"Damn…" Tony muttered as Thor ready his hammer. "We are not your enemies Banner! Try to think!" _"Hulk smash stupid hippie!" _

The Hulk charged forward smashing Thor in the chest before swatting Ironman to the side. Both Ultimates were sent flying in opposite direction, smashing into the ground. Thor quickly recovered an hurled his hammer at the green giant. The Hulk attempted to grab the hammer but was sent flying back into the ground causing a sizable dent. The Hulk attempted to lift himself up but felt his left hand pinned to the ground. Hulk saw his hand was still underneath Thor's hammer. "_Graaaah!" _ The Hulk pulled at the hammer but didn't succeed in the slightest.

"Mjolnir will not be lifted by a brute of raw violence!" Thor exclaimed as he rushed the Hulk, delivering a powerful knee to the jaw. Mjolnir returned to its master before smashing into the Hulk's stomach. The green goliath retaliated with a shot to the head, but the more skilled Asgardian dodged and slammed his hammer into the hulk's back. "_Graaah_!"

By now Ironman had recovered enough to watch the fight. "Cap…where are you guys? Thor's holding him back for now but…" "We hear you Tony tell Thor to move away now." Deciding to trust his leader's order, "Thor move!" The thunder god leapt to the side in time to avoid a giant foot that crashed into Hulk.

Giant-Man rose from the ground with his hands cupped together in front of him. Inside his hands were the remaining Ultimates Cap and Hawkeye leapt from Hank's hand while Wasp flew through the air in her miniature form. Cap landed on the ground and adjusted his shield while Hawkeye readied his bow. "Hank back off now!"

Before the enlarged Ultimate could respond his balance was uprooted when the Hulk pushed him off the ground. "Gaah!" Giant-Man fell backwards and crashed into the ground, making a massive human crater. The Hulk leapt into the air and landed on Gain-Man's chest. "Aaaah!" Pym screamed as he felt his ribs break. The other looked up in horror as the Hulk grabbed Giant-Man's head. "_Hulk gonna rip off your head and use it as a toilet bowl!" _Wasp flew in like a bullet releasing a barrage of stings that hit hulk straight in the face.

"Graaauuuu!" Hulk screamed as he tried to shield his face and hit Wasp at the same time. Cap decided not to waste this opportunity. "Hawkeye suppressing fire and keep me covered!" Captain America charged forward while Hawkeye fired off a volley of explosive arrows. The projectiles hit home, irritating Hulk further. The brute slammed his hands together creating a shockwave that rippled across the area. Wasp was blown away by the assault landing on the ground where she regained her normal size.

Hulk saw this and leapt towards her. A red and white shield slammed into the monster's jaw, knocking him off target. Hulk slammed into the ground, leaping to his feet, he turned his attention towards Captain America. "Come on chum. Let's finish this." Hulk roared in anger as he charged forward. Captain America followed suit grabbing his shield from off the ground he leapt at the Hulk. The star-centered shield smashed into the beast's jaw, knocking several teeth out as well. Hulk staggered back before throwing a haymaker at the soldier.

Cap dodged the attack before lunging forward, thrusting his leg behind the knee of his adversary, he brought his kick forward and smashed it into the back of Hulk's knee. The mutated scientist let out a howl of pain as he fell to a knee. Cap followed up with several well-placed punches to the brute's face, each one staggering the Hulk. Captain America slammed his shield into the Hulk's stomach before kicking him in the balls. Hulk fell to his knees in pain, grasping his family jewels.

Cap spun around and bashed the monster upside the head with his shield. The Hulk grasped his head before swinging his arm towards the American hero. Captain America back-flipped out of the way, allowing the fist to sail past him harmlessly. Despite his injuries, Hulk quickly recovered and shot forward. Cap barely had time to throw his shield up to take the brunt of the attack. The force of the blow sent him flying into the ground where he skidded across the pavement. "Guh! Hawkeye! Take the shot!" Several arrows soared through the air, slamming into the Hulk's hide. "_Hulk hate pointy objects! That means you die arrow boy!" _Hawkeye readied his bow and unleashed several arrows at the Hulk.

The projectiles exploded midair, releasing an orange mist around the Hulk. The green giant roared in pain as his skin began to burn. "_Raaah_!" Ironman and Thor watched as the green giant desperately staggered out of the orange cloud. "What sorcery is this?'' Thor questioned. Ironman's helmet flashed as an analysis of the mist came through his system. "Napalm gas. Instead of the chemical gel used for mass burning and scorched Earth tactics, they converted it into a gas that affects molecules. That's pretty smart." Toy said, genuinely impressed by SHIELDS ingenuity.

By now Cap had recovered as well as Wasp. "He's clearing the cloud! Wasp, strike his brain just like last time! We can't wait on the antidote anymore." "Roger!" Wasp shrunk down to her insect size and followed Cap's orders, zooming towards the Hulk. In his confused state, he didn't notice the small woman who flew through his ear.

Wasp shrank further down to allow herself better access to her targets frontal lobe. 'This worked last time so here we go!' Wasp saw her target and unleashed a solid blast of energy that struck Banner's frontal lobe. The hulk screamed in pain as he fell to the ground. Cap lowered his shield and Hawkeye released his bow, both believing their fight was over.

Suddenly, Hulk grabbed a piece of rubble and chucked it at Hawkeye who was almost decapitated by the force of the projectile. By moving his head to the left a few inched he avoided the attack. He slammed onto the pavement, completely shocked by the Hulk's recovery.

"How is he still moving?!" Cap screamed as the Hulk began to bash his head with his hand. Wasp tumbled out of the side of Hulk's ear. By now Hulk's skin had stopped burning despite the fact he was still inside the orange cloud. It finally clicked inside Tony's head what was happening. "He's adapting…he's getting stronger with each fight!" Captain America heard his words and looked in horror at the brute. Hulk smashed his feet into the ground before glaring at the conscious members of the Ultimates. "_Hulk kill you all!" _The green goliath slammed his hands together creating another shockwave that blasted across the battlefield.

Hawkeye was sent flying into a pile of debris. The archer slammed into the scraps of metal and didn't move. "Clint!" Cap shouted. The Hulk leapt in front of Captain America and tried to assault him. The captain was faster and managed to avoid the blows while trying to regain some distance.

"Jarvis satellite now!" **"Transferring controls to you now sir. Kill radius is 8 meters at its current range." **"Understood. Time to fry asshole." Captain America dodged another punch while Thor slammed his hammer into the monster's back causing him to fall to the ground. Thor continued the onslaught, hammering the Hulk with blows that shattered the concrete with each blow.

"Have you had enough Banner!?" The Hulk lifted his face from the rubble, a sinister grin etched across his face. "_Nah…Hammer just make Hulk mad!" _The Hulk delivered a super-powered punch that blasted Thor back. The Demi-god slammed into the pavement creating a large crater. This left Captain America and Ironman as the last ones standing.

Suddenly a blur of grey zipped through the area delivering super-sonic punches to the Hulk's jaw. This staggered the creature before he attempted to swat the speedster, but to no avail. Quicksilver zipped around the Hulk, doing whatever he could to impede the monster's rampage.

Ironman observed the situation and decided enough was enough. "Pietro grab Cap and Wasp!" The silver-haired speedster obeyed and scooped up Wasp a microsecond before Cap disappeared from the scene as well. The Hulk roared in rage as its targets disappeared. A blast of blue energy struck Hulk's back, redirecting his attention to Ironman. "Come on moron…just a little closer…" The Hulk charged forward and slammed into the armored hero. Stark slammed into the ground as the Hulk began to wrench off his armor. Tony grabbed the Hulk's head with both hands before a small ripple appeared in the air.

The Hulk screamed in agony as he let go of Tony's body. Hulk's skull felt like it was on fire. His brain pounded inside his skull, throbbing in pain. Tony watched on as he tried to recover from the beating the Hulk had just unleashed on his suit. "Tony! It's fury we've lost visual what's happening?" Tony slowly lifted himself off the ground as he responded to his coms. "Nick…it's a fucking nightmare all over again…those neural scramblers aren't going to last long and I'm on my last legs. How's the antidote?" "We've got it cooked and en-route to your location. ETA five minutes." Tony sighed as he realized he had no choice.

"Sorry Nick. Can't wait that long…tell Betty Ross I'm sorry." "Tony what are you doing!?" "I'm gonna cook this guy." Ironman stood up as the Hulk recovered from his cranial pain. He snarled at his adversary before readying himself for the brutal beating he wished upon the metal clad Ultimate. Ironman's sensors locked onto the Hulk's location as his satellite moved into position. ''Bruce…for what it's worth…I'm sorry."

…

**Stark Satellite, High Orbit**

The massive Stark Industries' orbital satellite stood out in space like a black dot on a white canvas. The station hovered over the earth like a vulture waiting for its prey. The lower section of the satellite opened to reveal a shadowy structure of colossal proportion. Several glowing circles dotted the structure with a single gigantic one in the center.

The blue orb glowed an intense light blue as energy began to collect around it. Its targeting computers zoomed in on New York, then Manhattan, and finally, the Triskelion. Its target the Hulk.

…

**Triskelion**, **Manhattan Upper Bay**

Ironman saw the energy levels on his satellite spike, signaling its readiness. The Hulk let loose another roar before rushing forward towards the wounded and exhausted hero.

Ironman raised his right hand like he was holding a detonator. "Time to burn." He lowered his thumb onto his glove like he was pressing a button. A massive beam of blue light ripped through the sky, slamming into the Hulk. The energy seared the flesh of the goliath, burning away his cells at an astounding rate.

The Hulk screamed in both rage and pain as the Ultimates watched on in shock. The laser lasted for a full minute. Not diminishing in the slightest until its reserves had been depleted. When the beam finally cut off, all that remained was a massive eight-meter crater that billowed with smoke. The assembled heroes looked on in awe at the sheer destructive power that the weapon had unleashed. Quicksilver sped towards Ironman who had collapsed to his knees in exhaustion.

"Did you just…" "He left me no choice…he would've killed us…" Before they could speak further, an inhuman roar echoed from the crater. "That can't be…that was the equivalent of a concentrated nuke…" Pietro looked towards the hole as a burnt monstrosity emerged from the crater. The Hulk stepped out of the burnt hole as he moved towards the downed heroes. _"You all hurt Hulk…Hulk break you all in half!" _The Ultimates prepared themselves for the upcoming fight.

As the Hulk moved towards ironman And Quicksilver, a barrage of gunfire peppered his skin. The Hulk roared in annoyance as he whirled around to see Black Widow carrying two strange guns. Tony saw the weapons she carried and noticed several modifications to his guns. "Did she upgrade my guns?" He asked out loud. Widow fired off two grenades from her modified Typhoons.

The explosive projectile hit home, directly on the Hulk's face. The beast roared in pain as he took a step back to recover. Widow pushed her advantage by firing off more bullets that seemingly bounced off the Hulk's thick hide. She ran towards the enraged monster who swung his fist at her only to see himself miss. Widow leapt over the attack while dropping her left gun to draw out a specialized needle. She plunged the syringe into the back of Hulk's neck, injecting Banner's serum.

Hulk screamed in pain before whirling around and swatting Widow away. Captain America leapt into the air and caught his team, but the force of the impact sent them flying for a short distance. Seeing them land on the ground, hulk ran forward ready to smash his opponents. As he approached them Cap readied his shield when a vice screamed out "STOOOPP!" Hulk turned his head to see a woman in a long lab-coat rushing towards the sight of the battle.

She stepped in front of the Hulk, blocking him from the downed Ultimates behind her. "Hulk…stop." The Hulk was panting in rage as he looked down at Betty, his massive frame dwarfing her petite figure.

Quicksilve saw this action and prepared to intervene when fury rushed onto the field. "Pietro stop!" "But he'll kill her!'' Fury grabbed the mutant's shoulder to stop any rash actions. "She's calming him down so he won't burn through the sedative!"

Betty continued to block Hulk's path. "Hulk please! You need to stop! I'm not going to let them hurt you!" _"Hulk not stop…" _Please! You need to stop! I won't let them hurt you anymore so please! Just stop!" _"Stop…?'' _"Yes…I need you to rest now." "_Rest…?" _"Yes. I need you to sleep Hulk. I promise you'll be okay. I promise that I'll be there when you wake up." The Hulk's posture began to relax as hi body began to shrink. "_Bet…ty…?"_He mumbled before collapsing to the ground, his unconscious form regressing to that of Bruce Banner.

…**..**

**Stark Mansion, Manhattan Lower Residential Area, Two Weeks Later**

The doorbell to the massive mansion rang, echoing throughout the structure. Moments later a well-dressed butler with a balding head and slightly larger frame answered the door. "Good evening. Master Tony has been awaiting your company." Jarvis stepped to the side to allow the new comers into the house. "Stark really doesn't due anything small does he?" Pietro asked as he and Wanda walked inside followed shortly by Steve Rogers, Thor, Hank Pym and Janet Van-Dyne. "Maybe he compensating for something." Hank said as Jarvis lead them to a large dining room.

"I assure you Mr. Pym I have nothing to compensate for. I don't have to grow to sixty –feet high to satisfy some people." Tony said as he casually sat in the chair at the front of the long dining table. Jan laughed and earned a glare from her husband. She simply smiled at him and he sighed knowing he had lost to Stark's banter. "Anyway thank you all for joining me at my mansion to celebrate." "You really going to throw a party just after we were attacked?" Steve asked as the group took their seats.

"Of course! We survived an attack by extraterrestrials and stopped the Hulk, again. I think we earned a well-deserved celebration for at least a night." "I believe Tony is right we have gained victory, there is little harm in a brief respite." Thor chimed in as Jarvis began to pour several glasses of wine. All present were dressed in casual formal attire, with the exception of Captain America who wore his military uniform.

"So why are there all these boxes filled with junk Tony/ You moving?" Wanda asked as she looked over the room. "Afraid not my dear. Just doing a little un-cluttering exercise I read about. It says to throw away all the useless junk that you don't use as a way of spring-cleaning the subconscious mind. You wouldn't believe what crap you accumulate when you're a booze friendly billionaire—Picassos, GI Joes, World War II memorabilia, Captain America trading cards…" "They made trading cards about me?" Cap asked, rather surprised. "All gone to charity I'm afraid. I think Coulson still has some vintage ones though." "Really?" Jan asked amused, even Hank cracked a smile. "I believe I heard Widow talk about that once. She said he was very proud of them." Wanda interjected. "Well I hear they're worth a lot. Especially since you're back from the dead Mr. Rogers." Tony said while taking a sip of wine.

"So…" Quicksilver said as he turned to look at Thor who was seated next to him. "This has been bugging me for a while…are you actually a god?" "Hmm?" Thor said as the conversation turned to a big topic of curiosity for the team. "I mean are you really the genuine article, Thor son of Odin, or just a big, scary guy with a hammer?" Thor put down his glass as he casually began to answer.

"I am God made man…the living incarnation of a Norse thunder deity sent here by my father in Valhalla to purify the Earth again." "You think we need to be purified?" Wasp asked curiously. "Take a look around Wasp. Your world is constantly on the breaking point of war why humanity becomes lazy and dopey eyed with the trash you watch on TV and videogames. I am here to wake you all before you sleep-walk into oblivion." Hank decided to chime in with his own opinion. "So if that's the case…then why not join the Ultimates officially? You already have a large gathering of followers so being on the team could really push your message across." "I understand your reasoning Dr. Pym, but joining the Ultimates would be conditioning every reprehensible action taken by the wretched military-industrial complex who pay your wages. I'm not interested in the money, the interviews or the glossy magazine fame. I refuse to lower myself to the standards of a corrupt social class. That said…you know I'm always a phone call away if there's ever a genuine problem that endangers people's lives."

"Great." Steve said with a sarcastic tone while wiping his mouth with a napkin. "And what do you mean by that, Captain?" Thor asked as his eyes narrowed slightly. The atmosphere around the table thickened, causing many to tense at what might occur. Captain America lifted his glass before speaking. "This way we get you for free, soldier.'' A genuine smile gracing his lips. At this the entire table burst out laughing. "Captain America making a joke…now I've seen everything." Pietro said with a smile as he leaned back in his chair.

Was looked at Tony before asking a question. "So Tony, why did you get involved in all this madness? Do you get a corporate tax dodge for it?" she asked this with a small smile. "Ha! Unfortunately not, Jan." Steve spoke up in a joking manner a she decided to throw in his own theory. "I think this is just a play to woo the dames right Stark? Being Ironman must get you all the girls." The group once again laughed at this. Tony smiled as he answered playfully. "Being a superhero does have perks like that…but being a charming billionaire playboy kinda outweighs that." "So what is it then?' Pietro asked smiling. "You really want to know?" Everyone at the table gave their own signs of approval.

Tony glanced at Jarvis while thinking over Natasha's advice. He saw his faithful butler nod his head. "Alright. I'll show you." Tony pushed his seat back as he stood up. He then began to unbutton his dress shirt. He pulled it back to show his teammates his deeper secret. The assembled individuals looked surprised at the sight before them.

In the center of Tony's chest was a metallic circle that had a transparent green glass. Behind the glass was the beating heart of the playboy billionaire. Several dark veins displayed themselves over his heart. "Tony…what is that?" Hank asked as he looked at the black veins crisscrossing over the main organ. "This boys and girls would be my heart imbedded with several millimeters worth of shrapnel." Tony said with such an air of indifference that one might assume he was joking. "My god…" Wasp said while covering her mouth. Hank looked at the injured organ. "How long has it been that way?" "Ever since my little escapade to East-Asia. Load of shrapnel lodged itself in my heart and now I've got this lovely device keeping me alive…for now." "How long do they think you have?'' Thor asked.

"Doctors think it's inoperable…they said anywhere from six months to five years." "Is this a joke? One of those ironic things that I never seem to get?" Cap asked earnestly. "No joke ol' boy. I'm secretly dying. Hence giving away all my possessions to charity, hence risking my life everyday, hence trying to make the world a better place. And bigger still…I promised a friend I'd stop wasting my life and live for something." The table was silent after the revelation. Stark chuckled slightly while rubbing the back of his head. "Sorry to just drop it on you all like that, but—" "Its okay we asked." Jan responded earnestly. Tony smiled slightly before snapping his fingers as if he just realized something.

"Well, that seems to have killed the atmosphere stone dead. Jarvis could you get that little present for Captain Rogers?" "You got me a present?" "Oh it's just one of those uncluttering exercises again, giving away old collectibles. Personally I think they'd would look better at your home than they ever did in mine." Jarvis reappeared with a medium sized packing box before placing it on the table in front of Steve. All occupants leaned forward a bit to see what was inside. Cap's eyes widened for a moment before he broke out in a small chuckle. Out of the box he lifted an old WWII helmet with and **A** painted on it alongside a triangular red, white, and blue shield. A large smile spread across the soldier's face. "Where did you get these?" "The shield was from my dad when he went looking for you in the artic. The helmet I got from a fat middle-aged woman named Ellen Kowalski. She told me her father brought it home with him from war. Said it belonged to the bravest man he ever knew."

"My god…I…I don't know what to say." "Well, just say you'll join me in a toast. All of you. Toasts are always fun, mostly do to the fact that they're followed by copious amounts of alcohol." The occupants of the table all stood and raised their glasses. "It's your house Tony. To whom are we toasting?" "Absent friends it seems. To Natasha, Clint, Nick and poor old Bruce Banner—without whom I daresay, we wouldn't be assembled here tonight." The group clanged their glasses together before downing their drinks.


	7. Chapter 7

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 6**

**Return to Africa**

**Triskelion**

Another building was lifted from the ground with the help of one ginormous superhero in a red suit. Giant-Man lifted the destroyed tower as several large and admittedly bulky red and gold robotic suits flew over the area. The mechanical shells were roughly three meters tall with twin cannons on both arms. Several robotic eyes layered their faces as they floated over destroyed rubble scanning for any equipment or dead bodies. "Rocketman 02 reporting from area 035. No visible signs of equipment failure or deceased." "Roger that Rocketman 02. Move to the next area for investigation." "Roger, Rocketmen moving to area 036 through 039." The small group of robotic soldiers flew past Giant-Man on their way to the next sight.

Hank watched the Ironman Knock-offs float away before setting down the destroyed tower. "Jan, you see anything new?" "Nothing yet Hank. We're still trying to salvage some of the ships from the bay…Banner's rampage didn't help. The debris is all over the place. Moving to next sight. Check in with Pietro will ya hun?" "Fine. Be careful. Pietro, this is Giant-Man how's the clean up doing?"

Quicksilver dashed across the area, leaping over debris and transports alike. "Found a small group of soldiers buried under an old bunker. They'll live but will need some med treatment." "Medics are on the way. Cap and Widow said they found some new tech from the lab." "Roger that." The silver haired mutant continued to run across the Triskelion as he looked for any survivors. "Wanda, how's it going on your end?" "Fine. Levitating some rocks off an old building but it's mostly filled with supplies, no casualties to report." "Well there's some positive news." Pietro said over the coms.

Captain America lifted another piece of rubble off an access shoot allowing several electricians into the hole to run repairs. "Keep us updated to the status of the power and we'll see what we can do from our end." "Roger that Cap." One of the engineers said as they descended into the underground tunnel. "Steve we need keep moving. We still have two more areas to clear." Cap nodded at Widow's statement. "Let's move." The two Ultimates continued on their way to the next area, moving around and over debris and wreckage. "It's all well and good that Stark loaned us the tech to make some Ironman knock-offs, but why isn't he here?" "Some one needs to handle our PR campaign. Stark is on it, after all he handles that daily with his whole Ironman campaign." "Do you really think the public will appreciate being lied to? Again?" "Steve we've been over this before. If the public found out about the Hulk incident then SHIELD would've been crucified and our little super outfit would've gone up in flames. " "We still lied." Widow remained silent as they continued to walk.

…

**Triskelion, Main Hub**

Nick Fury watched the large screen as both Tony Stark and a news correspondent went back and forth over the reported alien attack that had struck the Triskelion over two weeks ago. "Man Stark can really work the news." A young woman walked towards the black general. "Sir, repair team indicates 75% of all primary facilities are operational. Minor facilities will be fixed in a week's time." "Good job Hill. Get the Ultimates in the war room in 20 minutes. Stark included, the talk shows gone on for long enough." Fury walked away from his lieutenant and headed towards the war room.

Hill turned around and approached a console where she stopped to fulfill her orders. "Hill to all Ultimates. Meet in the war room in 20 minutes. Fury's orders." The commanding officer moved away from the console. She turned around to leave the room when Coulson walked into the room on a crutch. "How you holding up Phil?" Hill asked as she walked towards him. "Been better. This reminds me to much of my time in Siberia." "You always bitch about Siberia. What exactly happened there?' "A lot I'd rather forget about believe me." Hill watched as he sat down at one of the command terminals that overlooked most of the hub.

"Y'know that is one of the poorest ways to leave people on a mysterious cliffhanger." "I thought I did a pretty good job with that." Coulson replied. "Sorry Phil, keep practicing." Hill walked away from the room leaving her fellow agent behind with a small smile on his face. She walked towards the war room and entered to find Quicksilver, Wanda, Captain America, Black Widow, and Janet waiting in their seats. Fury entered the room a few minutes later followed by Tony Stark and Hank Pym. The two Ultimates took their seats in the room before turning their attention to Fury.

"Everyone seems to be here." Pietro decided to speak up about two of his missing teammates. "Where are Thor and Hawkeye?" Tony was the first to speak up. "Thor is protesting an oil spill up near Norway. As for Clint…" "Barton is on a separate mission. The remainder of you will be redeployed to Africa to find any clues about the Chitauri. You'll be launching in about three days." "Nick are you sure that we can leave the Triskelion after such an attack?" "We have several Ultimate reserves. Namely the Rocketmen and some of the new super-soldiers that Banner threw at us from his little bouts of sanity not tainted with regret." "So we're going back to the dig-sight?" Hank asked. "Yes and no. The dig-sight is the primary objective, but you'll have a secondary one as well." "Which is?" Cap asked. "Investigating an area of high interest to SHIELD. An African nation known as Wakanda. More info will be given before hand, but for now continue clean up work until the jet is ready."

With that said, Fury walked out of the room leaving no time for questions or complaints. The group rose from their seats and moved towards the exit, leaving the war room far behind. Tony walked alongside Widow as the group separated. "Heard about the dinner party you held at your mansion." Natasha said as they continued down the hall. "It was fun. A shame you couldn't be there. I'm sure you would have looked amazing in a dress." Tony said smiling. "Please, save the playboy routine for the easy women." "It was worth a try." Tony said with a mere shrug, still keeping his smile.

"Heard you told the team your little heart problem." "Well a friend gave me some advice. She told me to quit hiding behind my armor." The pair stopped as Tony looked at Natasha. "So…I decided to take it. Can't work on a team without trust." Tony walked on leaving Natasha behind. A small smile made its way across the crimson haired assassin's face as she watched Stark leave. "Glad to see some people take my advice."

…

**Triskelion, 1:00 AM**

The Trsikelion was abuzz with lights and movement as soldiers made their rounds throughout the facility. Despite the time of day, the security had not relaxed in the slightest as soldiers and snipers walked around the grounds and ramparts. The Rocketmen hovered over the area like hawks, constantly on the move with spotlights. Anti-aircraft guns and artillery dotted the base, keeping watch on the skies above. Needless to say, the Triskelion was on high alert.

Despite the increase in security, the trained soldiers failed to notice the single black figure darting up the walls of the Triskelion's main tower. The shadowy figure scaled the windows with an inhuman grace. The masked figure moved up the walls with the aid of four short metal claws that shot from his knuckles. Each blade was curved downwards and was two inches in length. The Figure stabbed his claws into the steel-concrete mixture that made up the Triskelion's walls. The unknown trespasser continued his assent up the Triskelion's main tower.

He stopped when he reached a certain window. He placed a small device on the window before retracting his claws. He pushed his feet against the side of the window's edges to support his weight. He placed both index fingers on the device and pulled it apart. The device separated, releasing a thin sheen of energy over the glass. A single claw popped out from his knuckle and used it to carve through the glass, through the sheen of energy. The window was cut in a circle before it dropped into the room. The glass dissolved before it hit the floor, leaving no trace of its existence. The masked figure dropped into the dark room, the moonlight illuminating his figure. The man was dressed in black from head to toe, with a mask decorated with two glowing lenses over its eyes and two pointy ears near the cowl. The mask completely covered his face, and his suit was lined with lightweight armor.

The figure continued into the room, stepping over several scattered papers and items. While passing a nearby desk, the figure dressed in black saw its contents, several old photos and dog tags, alongside a dented shield and dirty helmet. The figure stopped to examine both the shield and helmet. The shield was triangular in shape and had the colors of the American flag. The helmet was a WWII model with an **A **painted on it. As the figure walked closer to the artifacts, the room's door opened.

"See something you like?" The masked figure whirled around in time to block the spinning disk that would have removed his head. The figure back flipped to avoid the following leg kick. Steve Rogers recovered his shield as the intruder perched near the window. "Raaaah!" The Ultimate screamed as he charged forward tackling the surprised thief.

The duo smashed through the remains of the window as they plummeted below, bouncing off the building's side. The two men continued to fall before the assailant released his claws and slammed his fists into the building's wall. He scraped down the tower, slowing his still rapid descent. Captain America tumbled down the building before bracing himself on his shield. He slid down the tower, using his shield as a sled. The black figure leapt from the tower and landed on the ground, ending in a roll. Captain America crash-landed into a parked jeep, crushing its roof under his weight.

The blonde haired man stood up from his position and hurled his shield at the black thief who rolled to avoid it. The captain rushed forward tackling the assailant and slamming him to the ground. "Who are you?!" "He's called the Black Panther." Floodlights flashed through the area, bathing the area in white light. Several armed soldiers as well as three Rocketmen encircled the area. Nick Fury walked forward wearing his military fatigues. He motioned for his soldiers to lower their weapons, as always they complied. Fury grabbed Steve's shoulder and pulled him off the man clad in black. The masked figure stood up and removed his mask to reveal an African man. Fury's eyes widened momentarily before narrowing. "T'challa? Where T'chaka?" The younger man looked down, sadness evident in his eyes. "My father…I am king of Wakanda now."

Steve looked at Fury, recognizing the name of the country they were being sent to investigate. "I have come here for him." T'challa pointed his gloved finger at the captain. "Me? Why?" "I need your help. I must kill this man." The African Prince removed a folded picture from his clothes and showed it to the American Hero. Upon seeing the picture Cap's eyes widened in shock. On the photo was the picture of a Nazi general with a grotesque scar running down the left side of his face, across his nose and towards the right side of his chin. "His name is –" "Kleiser." Steve said, doing little to hide the venom in his voice. "So you do know him." "Yes." Steve walked past the man and rested both hands on a railing that overlooked Manhattan's bay. "I need to know how to kill him. You've fought him before so you must kn-" "You can't beat him." T'challa's voice rose as did his anger. "And why not?!" "Because I've killed him twice. He always comes back."

Fury stepped forward, moving in between the two men. "Listen T'challa, me and your father never got off on the right foot. Maybe we can start differently, let us help you." "No! I have betrayed my people enough just by coming here. If the captain has no knowledge of how to beat my enemy…then I see no need for me to stay." The Black Panther bolted over the railing, disappearing into the dark waters below. Captain Rogers looked at the spot the Black Panther had disappeared from before moving away from the railing. He recovered his shield and walked off down the tarmac, planning on returning to his room.

Fury looked at two of his soldier before speaking. "Get the techs to repair Cap's window and prep a briefing for tomorrow, the Ultimates are meeting at 6:00 am exactly." The black general walked away, leaving his soldiers to carry out his orders.

…

**Triskelion**, **5:45 AM**

Hank Pym and Janet Van-Dyne moved through the halls of SHIELD's headquarters to get to the war room. They passed scurrying groups of soldiers that were prepping ammunition and artillery. "Fury just suddenly changes the meeting! What a surprise!'' Wasp exclaimed sarcastically as she followed her husband. "According to security someone broke into the compound last night." "For an agency that prides itself on security they've really let themselves go." "It probably would've helped if Stark had shared his Ironman tech with them sooner." "Why'd he refuse the first time?" "Didn't ask. But Banner is still working on more super-soldier designs for the Ultimate reserves. So far all we've got are about two-dozen Ironman knock-offs and a design for a prototype battle suit to give the wearer enhanced strength, speed and flight." "What about durability?" "They'll heal faster but they ain't bullet proof. Banner's still working to finalize it." The married scientists turned a corner and continued their conversation.

"Where are we on the Giant-Men?" "Still in the trial phase. How I was able to grow was derived from analyzing your mutation Jan." "Same with your shrinking. Maybe you should change the patent for Van-Dyne particles." "Doesn't have the same ring, besides I duplicated it remember?" "So what? Won't it work for anyone else?" "Still working on that. Even if I get the serum right to give them the size changing powers I don't know if they'll be able to break the sixty-foot mark that I was able to. The human body should have collapsed at that height, but I didn't. Until I'm sure those new guys will be just as safe, they're not growing or shrinking." "Safety first?" "Exactly."

The two size-changers entered the war room to find Captain America and Black Widow already seated. A moment later, a red and grey blur zipped into the room. Quicksilver deposited his sister in one of the chairs before flopping down in his own. The two scientists sat in their respected seats before Fury and Stark entered the room. Tony took his seat as Fury stood in front of the large screen at the room's front. "As I'm sure you've all heard, last night we had a breach in security by an individual we call the Black Panther." An image of Cap's intruder appeared on the screen, as well as his civilian identity. "His real name is T'challa, the crown prince of Wakanda, and apparently the king. Its previous ruler king T'Chaka was murdered quite recently. We assume by this man…" An image of Kleiser appeared on the screen as well as several other photos of him during WWII. "Heir Kleiser. An old enemy of yours, right Cap."

Steve nodded his head as he glared at the photos. Everyone present saw the hatred in their leader's eyes and decided to withhold any remarks about it. "So…how is he alive? Was he frozen like Cap?" Quicksilver asked. "We don't know. According to the official war records he was declared KIA twice. Both by the same man." "And who was that?" Wasp asked. Fury gestured towards Steve. "Me." "Any ideas on how he survived both times?" Hank questioned. "He can heal. Extensively."

Tony flipped through a briefing packet like he was skimming the pictures of a comic book. "It says here that he negotiated with the Chitauri for the Nazis. That right Cap?" "Yes." "Maybe they gave him some abilities as a business gift or something." "All completely possible Stark. But what we need to focus on now is why he's back. And for what." "The same reason as the Chitauri. He always put them ahead of any Nazi regime whenever we fought. Even after Hitler died." Fury motioned for another image to be displayed. An overview of an African area completely surrounded by clouds.

"This is satellite's view of Wakanda. Completely useless. Not even thermal gets through." "Have we tried negotiation policies with them yet?" "We have Stark. Each time they turned us down. They got security and secrets that make SHIELD look like a petty thief trying to break into Fort Knox. That's why you are going there tonight. Investigate the area for any signs of Chitauri influence and wipe it out. If we can get the Wakandan's people's trust, that'll be a bonus." "When do we leave?" "Now."

…

**Triskelion, Tarmac**

The carrier Quinn Jet was prepped for take off with most of the Ultimates on board. Black Widow sat at the flight controls while cap and the others sat in he briefing room. "Still no word on Thor?" "Nope. He's not answering his phone. Probably another environmental protest." Tony said as he sat in one of the chairs, armor fully prepped.

Quicksilver looked over the map, searching for anything of use. "When we land I can scout ahead of the area for traps or ambushes. See if the Chitauri can catch me when I'm going Mach 2." "Can you do Mach 3 or 4?" Pietro turned to look at Tony who was now standing. "I can manage for about five minutes or so." "Manage it then. If these guys are setting traps the faster might be better. If you can take some out while scouting, do it." "Screw their numbers over?" "Bingo." Captain America walked into the room and looked over the map. "Stay sharp and fan out when we hit the ground. Wanda stays put to act as back up, Hank will be our intimidator and big gun. Widow, Wasp, and I will take point while Ironman and Quicksilver run recon." "I've got satellites over the area but all they're picking up is static and phantom images. I'll be functioning on close scans only." Cap nodded in understanding before Widow entered the room.

"Jet's on autopilot, will be there in about four hours." She walked into the room, carrying a small box with her. She set the box down on the map table and opened it to remove several communicators. "These gonna work?" Hank asked as he and Wasp entered the room. Widow tossed two communicators at the entering couple before passing them out to the others. "They won't be jammed. But their range is limited to two miles max. So Tony, Pietro, don't stray too far." Pietro rolled his eyes before snatching the device from Widow's hand. Tony took the device before placing it under his helmet.

"So we land. We search. We engage IF necessary. And we move smart. No rushing in." Cap looked at Quicksilver who shifted uncomfortably. "No starting a fight." He turned towards Hank and then looked at Wasp. "No flying ahead or disobeying orders. And no show boating." This last part was directed at Tony who simply shrugged his shoulders. "Got it. Nothing flashy." "Just make sure that the job gets done." Captain America lifted himself from the table and grabbed his shield. "We land soon. Get ready." The team leader exited the room, leaving his teammates behind. 

"So what's his deal with this Nazi guy…Kleiser?" "Apparently they were like mortal enemies during WWII. He killed a lot of Cap's guys…and we know how the man feels about losing a soldier." Quicksilver looked at the photos of the Nazi while thinking over Widow's words. "Seems like this is more of a revenge OP." Hank said as he looked over the data displayed. "Those go over great." Ironman mumbled as he loaded the map into his helmet's database.

"He has his reasons." Natasha said. "Yeah and if it jeopardize the mission?" Wasp asked as she leaned forward in her chair. "We'll improvise." "I can do that." Tony said as he walked towards the cargo bay. "I'll be running final diagnostic checks on my armor down in the cargo bay. Tell me when we get close. And I'd like to know when we get attacked by another alien in the sky." "What so you can get shot down again?" Pietro said as Ironman walked through the door. He responded with a quick flick of his middle finger. Quicksilver simply smirked.

…**.**

**Africa, Three Hours Later**

The Quinn jet hovered over the jungle clearing as it lowered itself to the ground. The bottom hull released its landing gears before touching down.

Inside the jet Widow flipped several switches. "Widow to team, we've landed. Move to cargo bay for exit." "Cap to Widow, roger that." The group of assembled heroes moved to the cargo bay where Ironman stood. "We set?" Cap nodded his head while slamming his hand against the door controls. The metal doors dropped down to allow the group to continue forward. "Quicksilver, Ironman, recon. Widow, Wasp, with me. Giant-Man stand tall and give us a lookout view."

Ironman blasted into the sky while Quicksilver bolted into the forest. Cap walked forward with Widow and Wasp. Giant-Man hit a button on his left hand. The red-suited hero's body started to grow and continued until it was about 60-feet high. He stomped forward moving through the trees that now only reached his waist. "Still see nothing Steve. From here I can see the dig sight, but no movement." "Roger that Hank. Pietro?"

Quicksilver rushed through the forest, leaping over fallen logs and large boulders. "Guys I'm not seeing any Chitauri soldiers or traps." The speedster stopped near a cliff that overlooked the dig sight. "I'm on a vantage point over the sight, but I don't see ant movements." "Stay put Pietro I'm coming in for a thermal sweep." Quicksilver looked up as he saw Ironman dive from the sky, before flying over the area. The armored avenger scanned the man-made crater as he did so. "Nothing from thermals. Pietro and Hank are right, they're no aliens here." "Nothing?" "Yeah no heat or energy signatures. All I'm seeing is-, wait! I got something." Pietro dashed forward as he saw Ironman landing into the area he had previously flown over. "Tony! What is it? Tony?" "Over here Pietro." The speedster dashed towards the armored hero who stood over the body of a dead Chitauri.

"You kill this?" "Do I look like I carry a spear around with me?" Ironman pointed to the alien's body and sure enough, a spear was wedged in its stomach. The spear looked like it was from an African tribe. "You serious?!" "Yep. Ironman to Cap." "I hear ya Tony. What is it? You find anything." "Yeah…dead Chitauri with a tribal spear through its gut." "What?" "Ya heard right Cap. We're looking at a dead alien killed by a local." Pietro said as he looked at the spear.

"Think we can move it?" He asked. Ironman looked at the weapon before nodding." Okay." Pietro grabbed the wooden shaft and wrenched the archaic weapon from the alien's stomach, drawing glowing blue blood as a result. "Yuck…" Pietro threw own the spear as he looked at the creature. "It takes almost half a clip of high-powered ammunition to kill theses things…so how the hell does a spear kill them?!" "Calm down Pietro. There's bound to be an explanation. Just let me analyze the spear tip for a sec…"

"Tony, Pietro, this is Widow we've found evidence of a struggle…look like some more dead Chitauri." Widow walked around the area as Wasp flew over the alien corpses, Cap trailing just a few feet behind her. "How did this happen?" He muttered as he looked at the arrows that riddles the bodies of his alien foes. "Hank do you see any signs of natives or tribal groups. "Nothing here Jan, unless they're hiding in the trees or underground…come to think of it these Wakandans are suppose to be pretty smart right? Could they have dealt with the Chitauri before?" "Can't be…why would the Chitauri target a nation that isolates itself from the world?" Cap responded while removing a blade from a Chitauri soldier. "Ironman where are we with that scan?" "Dig sight is a big negative. Either the Chitauri got their ships back or we buried this OP after we buried them. This place is a ghost town, no thermal readings of any kind. But this spear…I think it's made from Vibranium." "What? How would the Wakandans have Vibranium?" Wasp questioned. "And how did they forge them into weapons?" Hank continued.

"Maybe will find out when we meet them. Shouldn't be long." Cap turned towards Widow with a questioning look. "How do you figure?" "Because of that." Black Widow raised her guns at several approaching figures. Each figure was an African warrior in traditional tribal clothing, armed with spears and bows. "Well that answers that." Wasp said as he hovered near Cap.

"Cap what's going on?" I'm picking up a lot of movement by your location…it's not alien so…" "Were on top of the situation Tony." Widow fired off her machine pistols. The bullets bounced off the shield that the warriors brandished to cover themselves. Wasp flew into the group and released a barrage of stings that caught the Africans off guard. The men screamed in pain as the tiny stings took their toll. Cap and Widow rushed forward disarming the group with kicks and punches.

"Pietro go give them some backup. Hank clear them a path." Quicksilver darted out of the area while Giant-Man stomped towards his new destination. Ironman took one last look at the spear before tossing it to the ground. "I'll do an air raid to thin the herd. Just give me a location." "Sending it now Stark! Just get here and bring the pain!" "On it Wasp." Ironman blasted off into the sky before darting down towards the forest. He opened fire with his repulsors vaporizing the tree cover and exposing his targets. "Alright rap it up little guys." Tony began to fire off blast of energy, which slammed into the shields. Several men were thrown back, but their shields remained in tact.

"Damn." Tony said as he swapped his repulsors to rapid fire. He continued to lay down a barrage of lasers that ripped apart the ground forcing the tribal warriors back. Cap screamed into his com. "Hank! Bring the it down!" Giant-Man tore through the clearing as he made his way to his teammates. "Coming through!" The enlarged human swatted is hand through the thick foliage, tearing down the trees that surrounded the soldiers. Giant-Man slammed his hand into the ground, causing a large tremor that knocked their foes to the ground. Several warriors lined up in a row and raised their bows. "Don't make me hurt you…" Hank taunted as he stomped forward.

The warriors let loose their arrows, allowing the projectiles to soar into Giant-Man's hide. "Gah! That stung ya creeps!" The post-human continued forward and ripped apart the ground. The resulting blow felled the remaining warriors. The remaining Ultimates pushed forward, further scattering the soldier's ranks. "Keep pushing them back!" Cap shouted as he disarmed one warrior before rendering him unconscious with a punch. Widow followed suit leaping onto one soldier before back flipping, taking the man with her. The man slammed onto the ground unconscious.

A group o warriors charged forward wielding spears, bows and blades. Before they could get close enough to fire. A grey blur slammed through their ranks, knocking them clean off their feet. The blur returned three more times, each strafe left half a dozen soldiers defeated. By the end of the third run, Quicksilver had dispatched all but two soldiers. The remaining two were quickly dispatched by two beams of energy blasting them into the ground. Ironman landed near his teammate, his wrists smoking. "Two down…god knows how many more to go."

A loud rumbling was heard as the two heroes turned towards the tree line. Giant-Man fell forward collapsing into the foliage, causing a massive quake. "Hank!" Who yelled in horror as her husband collapsed to the ground. The miniature Utimate flew in towards her spouse, blasting all the approaching warriors with stinger blasts. The attack sent the soldiers fleeing for their lives as the flighty Ultimate continued her attack. "Stay way from my husband you bastards!" Captain America moved to her aid, hurling his shield at the retreating soldiers.

Ironman flew in close unleashing spread of repulsor fire onto the warriors. Pietro also aided the attempt by rushing through their forces at super speed. "Quicksilver move back I'm gonna put an end to this." Ironman pushed forward into the tree line raising his repulsor to fire. Before he could fire, an African warrior hurled his spear, slicing the weapon clean off the avenger's arm. Tony looked at the top of his arm to see the sparking remains of his wrist-mounted repulsor. "Well…that's embarrassing." Suddenly a massive tree-log sailed through the air, smashing the armored hero. "Graaah!" Ironman was sent back several meters, crashing into the dirt.

The remaining Ultimates grouped together as Pietro slammed his hand on the button on Giant-Man's suit, causing him to shrink back to regular size. Widow dragged her ally towards the center of the group while Cap grabbed Ironman. "Ugh…I can move…" Tony stood up as the African warriors moved forward, brandishing their weapons. "This isn't good." Natasha deadpanned. "I've been in worse." Cap said as he readied his shield. "Oh yeah? When?" Pietro asked as he prepared to do Mach 1. "Nazi Germany, me and my men were dug in a trench with machi—" "Cap that was sarcasm!" Pietro shouted.

The warriors marched forward with the intent to kill. Before they could attack a masked figure jumped into the clearing brandishing four short blades on his knuckles. He rendered one spear in half before knocking back another warrior. "Enough!" The small group of soldiers moved back at the order. The Black Panther retracted his claws into his hands. "It was I…who brought these intruders here." At these words the group of soldiers mumbled together their voices of disapproval. T'challa turned to the Ultimates before glaring at them. "You! Why have you come here?" Captain America moved forward to respond.

"You came to the Triskelion for my help. I'm here to give it. But right now I need your people to cooperate and patch up my teammate you just poisoned!" "We owe you nothing outsider!" One of the warriors protested. Wasp, who had resumed her normal form, marched forward, fists glowing with energy. "You want to say that to my face?! You just poisoned my husband! And if you don't heal him the I'l—" "Janet stand down!" Cap pulled the enraged woman back before she could lash out. "I will give you the antidote. But you must leave Wakanda." Captain America glared at the response, but reluctantly accepted. "Fine."

…

**Quinn Jet, One Hour Later**

Pietro and Wasp helped move the barely conscious Hank up the ramp of the Triskelion and up into the infirmary. Captain America stood outside the ship with Widow and Ironman. The Black Panther stood outside with them. "What do you mean you won't let us in?" "Exactly as I have said Captain. Outsiders are not allowed inside Wakanda. By royal decree." "Sorry to interrupt 'your highness' but your the king, jus change the decree." Tony said, rather irritated. "The king's first duty is to his people. And changing a decree that has kept them safe for over a hundred years would be like opening the floodgates. I cannot simply let you in." "Then how do you expect us to help you?" Natasha asked bitterly." I can't take you all in…but I might be able to sneak one of you in." The king turned his gaze towards Captain America.

…

**Wakanda, Inner Walls**

The two shadowy figures dropped from the wall before they both took cover behind several crates to avoid a small patrol. "Keep close and stay out of sight. And be on guard for the motion sensors. They detect both movement and thermals." Captain America nodded his head as he followed T'challa's lead. "Why are your people so keen on keeping people out?" "We do not take intrusion lightly. Wakanda for Wakandans is the saying." "If country doesn't keep an open mind, they're doomed to a stale existence. Change is happening all around the world…don't you think its time for you to do the same for your country?" The duo moved behind a statue of a panther.

"You don't understand. The minds of my people will not be swayed so easily. They still need more time." "You never told me how you met Fury." The Black Panther leapt onto a ledge, Captain America followed shortly. "The right of the Panther is a sacred ritual held by my people. The heir to the throne of Wakanda, to be deemed worthy of the crown, must battle a panther unarmed. I took the challenge…and was defeated." T'challa removed the lower part of his neck. A thick scar crisscrosses around his jugular, ending just below the chin. "I was on death's door…my father wouldn't allow me to die, so he requested the aid of SHIELD. In exchange for Wakandan technology, they would heal me. They fulfilled their end of the bargain, but they also experimented on me…they implanted adamantium blades in my body, gave a healing factor, and tried to have me turned into a killer for your government. Fury was one of the men assigned to escort me to a facility to recover but I escaped. When he tracked me down…he let me go." "So Fury just let you off the hook? Doesn't sound right." "He most likely had an ulterior motive…what that was I cannot say."

The two turned a corner before scaling up a wall that lead to a tall tower in the center of the city. They leapt up to one of the out ledges before scaling the wall. They dropped down from the other side of the ledge, landing in a large courtyard, paved with marble and surrounded by large marble columns. In the center of the courtyard laid the massive remains of a Chitauri ship. "Is that…" Cap began, completely awe-struck at the scene in front of him. "Quickly! Move!" The Black Panther grabbed the Ultimate by the shoulder before pulling him behind a column, shielding them from the sight of two newly arrived guards.

"Keep low." The African King said, as they remained hidden in the column's shadow. "The ship! Is it Chitauri?" "Yes, shot down in 1942." "Your people shot it down?" "There is more to Wakanda than meets the eye." They moved forward until they were across the courtyard. "Inside the king's mausoleum." The two men raced into the massive structure, avoiding the scheduled patrol of guards.

Captain America walked into the room to see a ginormous mausoleum that dwarfed Grand Central Station. The room was filled with massive statues depicting what looked like African hunters and warriors.

"What is this place?" Steve asked as he walked deeper into the room, his eyes roaming over the gigantic statues that littered the room. The Black Panther walked into the room and moved towards a statue located near the front of the chamber. Captain America followed suit and looked up at the monument to one of the warriors.

"This is the Hall of Kings. Everyone of Wakanda's leaders are entombed here." Cap saw the young king remove his mask and stare up at the statue. "This was my father's, king T'chaka." Steve looked up at the statue before the panther turned around and moved towards a torch positioned near the edge of the tomb. T'Challa removed the torch and pulled the metal holder to the side, then up, down left, and finally back in place. The tomb door opened up underneath the statue of T'Chaka, revealing a staircase that led underground. The Black Panther entered the passage, followed closely by Captain America.

"Where does this lead?' Steve asked as they approached a large metallic door. The Black Panther removed his right glove and placed his exposed hand against the doors seal (a perched Panther). The sigil glowed for a brief moment before the door made a lurching noise. The twin doors retracted into the wall revealing brightly lit chamber with several technological devices strewn across its walls and floor.

"This was my father's secret chambers. Where he stored all of the Black Panther's legacy and information, including that of the Chitauri." The captain's eyes widened for a brief moment before narrowing.

"We need that info. We need your help. Your country's help!" "I cannot! The king's duty is to Wakanda. No matter what I think…my people must come first. The elders refuse to associate with the outside world. In the past it has only brought pain and misery to our people."

Captain America stepped forward and placed his hand on the young king's shoulder. "T'Challa…the world needs your help. And like it or not your country is a part of it. We need your help." T'Challa brushed off the captain's hand and walked towards a console. He typed in several commands before removing a thumb-drive from the computer. He handed the device to Captain America.

"This contains everything Wakanda knows about the Chitauri. This is all I can do for you." Steve took the thumb drive from T'Challa. He was about to protest before a gasp from behind him caught his attention. Both men looked at the source of the noise, a young woman standing near the chamber's entrance, a look of rage and betrayal painting her face.

"What have you done?" She muttered as T'Challa stepped forward. "Shuri please w—" "You have betrayed us to the outsiders T'Challa! The elders were right you are unfit to be king!" The woman screamed.

Captain America stepped forward, hoping he could clear up the situation. "Ma'am please! It's not wh—" "Silence outsider! I will not listen to your lies!"

T'Challa stepped closer to the enraged woman hoping he could calm her down, his hands held up in a pleading gesture. "Sister! Please listen to me!" "I will not! M'Baku was right to leave us! You have led our country to ruin by bringing these outsiders here! You never should have been king! Father was always to soft on you!" "Times must change sister! Father saw the signs and knew change had to come!"

The woman identified as Shuri shook with rage. "Father was a fool! The elders were right about you! You are nothing but a traitor!" The woman dashed out of the chamber, leaving the two post-humans behind. T'Challa quickly turned to the American super-soldier before speaking.

"Run! If they catch you I will not be able to help you. I will hold them off." Cap was about to protest when the sounds of multiple voices flooded the hallway. "Do not argue! Your team needs you." Seeing little other choice, Captain America bolted from the chamber and fled the area, leaving the Black Panther to deal with the encroaching warriors.

…**..**

**Jungle**

Captain America leapt over the large wall that divided the jungle from the African nation and slid down its side, using his shield as a sled. He summersaulted to the ground and broke into a run, leaping over and dodging anything that crossed his path. A thick wall of foliage soon approached him, only to be sliced apart by a thrown shield. The captain grabbed his shield from off the ground and continued his sprint towards the Quinn Jet.

He didn't dare use his communicator for fear of the Wakandans tracking him back to the others. He darted under a tree branch before bursting into a clearing. He stopped for a moment to catch his bearing and check to be sure he hadn't been followed. He moved forward but spotted several strange tracks dotting the ground. The captain frowned in curiosity before moving forward, following the strange trail.

He moved through the undergrowth before coming upon another clearing. This one inhabited by a lone Chitauri. The captain moved closer to the creature as quietly as possible, readying his shield for the upcoming attack.

Before he could strike, the alien was struck with four thrown projectile that struck it in its back. The creature wailed in pain before a figure dressed in black slammed onto the creatures back, pinning it beneath him. Steve got a closer look at the man and to his surprise saw the Black Panther.

"T'Challa?" He asked amazed at how fast the man had caught up with him. The masked hero kept the Chitauri pinned while turning his head to look at the American hero. "I thought you could use some help."

The captain smiled as he approached the group. "What about your people?" He asked. "They will no longer accept me as their king. If that is their wish I will obey it." "I'm sorry, we caused this." Captain America said sadly. "No. These creatures did. We must finish it." The Black Panther raised his claws to deliver a killing blow, but was stopped by the captain grabbing his wrist. "Wait! We can get more info out of it." The former king considered this for a moment.

"Fine. But on one condition." "Which is?" "I go with you." Captain America smiled at this. "Deal." The two men hoisted the creature by its shoulders and dragged it towards the location of the Quinn Jet.

**End of chapter six. I will try to finish up the alien invasion arc within the next four chapters or so. I'll probably split the second arc up into a separate story labeled Ultimate Avengers Vol.2, like the comics did. Any heroes or villains you would like to see, shout them out in a review.**


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